Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an improvement Improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the design design, permitting and construction of the improvements improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of provided that the Premises outside the Expansion Premises, as Improvements constructed by Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building shall include (including, without limitation, as described hereinbelow in this Section 2) except to the extent specifically contemplated such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the AmendmentBase, subject Shell and Core and Tenant to any approval or other standards set forth in receive a CofO for the Amendment, and such improvements Premises. Tenant shall be subject to construct all of the requirements contained in this Work Letter applicable Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Expansion Improvements. In addition to the Improvement AllowanceCore and Shell Work, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that which exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed and “Landlord’s property under Drawing Contribution” (as that term is defined below). In the terms of event that the Lease, as amended. Any unused Improvement Allowance for any particular portion of the Improvement Allowance that Premises is not fully utilized by Tenant has not timely and properly requested that Landlord disburse as of within one (1) year following the first anniversary of the Delivery Lease Commencement Date, then such unused amounts shall remain the property of Landlord revert to Landlord, and Tenant shall have no further right rights with respect thereto. Without limiting Any Improvements that require the foregoinguse of Building risers, Tenant raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord contemplate shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“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 Improvements to the Premises and Building listed in Schedule X will shall be included in the Final Plans and Final Working Drawingsavailable for use by Tenant.

Improvement Allowance. Tenant Landlord shall be entitled responsible for bearing --------------------- all costs and expenses of completing the Landlord's Work up to an improvement allowance a maximum of [***] (the "Allowance"). All costs and expenses in excess of such Allowance ----- shall be at Tenant's sole expense and shall be paid in accordance with this Section 5. If Landlord at any time determines that the cost of the Landlord's Work is likely to exceed the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four the Allowance ($1,707,344.00) (such excess, the “Expansion Improvement Allowance”) for costs relating "Excess Amount"), Tenant shall elect either, or a combination, of the following two options with respect to the design and construction of entire Excess Amount: (a) the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred payment by Tenant to modify/remodel Landlord of the Building’s lobby pursuant to and in accordance Excess Amount concurrently with the “Construction Drawings,” as that term is defined in Section 3.1 performance of this Landlord's Work Letter, approved by Landlord in accordance with the terms and conditions of this Section 5, or (b) the election by Tenant to increase the Basic Monthly Rent under this Lease by an amount sufficient to fully amortize the Excess Amount over the Initial Term plus interest at 10 percent per annum. To the extent to which Tenant elects to pay the Excess Amount concurrently with the performance of Landlord's Work Letter(pursuant to clause (a) above), Tenant shall advance fifty percent (50%) of such amount to Landlord prior to (and as a condition to) Landlord's commencing or completing the Landlord's Work and any failure by Tenant to pay such funds to Landlord within five (5) business days shall constitute a default under this Lease. Any unused portion Tenant shall pay the balance of such amount within ten (10) calendar days following its receipt of invoices therefor and Tenant's failure to do so shall constitute a default under this Lease. To the Lobby Allowance that extent to which Tenant has not timely and properly requested that Landlord disburse as of elects to amortize the first anniversary of the Delivery DateExcess Amount through an increase to Basic Monthly Rent (pursuant to clause (b) above), shall remain the property of Landlord and Tenant shall, prior to (and as a condition to) Landlord's commencing or completing the Landlord's Work, enter into an Amendment to this Lease setting forth such increased Basic Monthly Rent. Tenant's failure to execute and return such Amendment within 5 days after receipt shall have no further right theretoconstitute a default under this Lease. In addition The Allowance shall include without limitation any and all costs of construction, city permits, space planning, engineering, blueprints, reimbursables, and Landlord's actual cost of administration and supervision of Landlord's Work and overhead attributable to Landlord's work up to a maximum amount of $0.25 per Rentable Square Foot. Landlord's Work shall use, whenever possible, the Improvement Allowance construction materials which currently exist at the Building and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance fair market value of such materials shall be used only for deducted from the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work LetterAllowance. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure acknowledge that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds window coverings for the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements Premises (estimated to total less than $20,000) shall be deemed allocated 25 percent to each of Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant (and Landlord contemplate that therefore paid through the Improvements to the Premises Allowance), Landlord's broker (Xxxx Xxxxxxx), and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsTenant's broker (Xxxxxx Xxxxxx Group).

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. “Improvement Allowance” means an amount equal to the product of $45.00 multiplied by the total rentable square footage of the Premises, which product equals $399,915.00. The Improvement Allowance shall be applied solely towards payment of the Improvement Costs, but specifically excluding costs for Tenant’s Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the structure of the Building. Notwithstanding the foregoing, if, after payment in full of the Leasehold Improvements and no outstanding Event of Default, there are unused Improvement Allowance dollars, then by written notice to Landlord received no later than the 6-month anniversary of the Commencement Date, Tenant may apply up to $37,325.40 of the Improvement Allowance towards the actual and reasonable, out-of-pocket, documented costs incurred by Tenant for moving to the Premises and voice and data cabling expenses (“Reimbursable Costs”). Subject to the preceding sentence, Landlord shall reimburse Tenant up to the total Reimbursable Costs within 30 days after Landlord’s receipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, evidence of payment in full by Tenant, and unconditional lien waivers (on Landlord’s form therefor). Any portion of the Reimbursable Costs for which Tenant has not submitted an invoice for reimbursement on or before the 6-month anniversary of the Commencement Date shall be deemed waived by Tenant and will not be paid to Tenant or credited against Rent. Tenant shall be entitled xxxx and tag all cabling installed by it or on its behalf by no later than Substantial Completion, and notwithstanding anything to an improvement allowance the contrary in this Lease, shall surrender such cabling with the amount of One Million Seven Hundred Seven Thousand Three Hundred FortyPremises by no later than the Surrender Date. “Improvement Costs” means the sum of: (i) the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee (as defined in Section 10(b) below). “Planning Costs” means all actual, reasonable, documented, third-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for party costs relating incurred by Tenant and directly related to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (Leasehold Improvements including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in professional fees of any engineers, consultants, architects, and/or space planners and other professionals preparing and/or reviewing the AmendmentCD’s. If, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first 6-month anniversary of the Delivery Commencement Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letterremains unused, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Leasereduced by such unused amount, as amended. Any unused and Landlord shall retain such undisbursed portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, which shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, be deemed waived by Tenant and Landlord contemplate that the Improvements shall not be paid to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsTenant, credited against Rent, or applied to Tenant’s moving costs or prior lease obligations.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance for the costs (the “Allowance Costs”) of preparing the Premises for Tenant's initial occupancy (including the costs of Landlord’s Initial Construction) in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” as such term is defined in Section 1.1 of this Lease. Allowance Costs may include (i) up to $513,250 for architectural, engineering and other so-called “soft costs” and (ii) not to exceed $150,000 for the improvements costs to cause the demolition of the Premises prior to the performance of Landlord’s Initial Construction. If requested by Tenant for any particular item(s) of Landlord’s Initial Construction in excess of $100,000, Landlord shall solicit bids from its general contractor who will solicit at least three (3) bids for each such item and shall promptly supply Tenant with such detailed information about bid requests and negotiations with contractors as Tenant may reasonably request, provided that any delays resulting from Tenant’s failure to act within two (2) business days upon the information supplied to it by Landlord shall constitute a Tenant Delay. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Any HVAC control work shall be performed by AHA Consulting Engineers. Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Initial Construction shown on such Construction Documents (the “Base Price”), including xxxx-ups as determined hereunder. The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) actually required to implement Landlord’s Initial EAST\66392481.7 B-7 Construction and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). A pro-rata share of the cost of the multi-tenant corridor, if applicable, which shall be constructed by Landlord, shall be added to the Base Price. All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Initial Construction (as determined hereunder), together with all or a portion of any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Landlord’s Initial Construction. Tenant shall be permitted to increase the Improvement Allowance are collectively referred to herein as the (such increase being a “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails TI Allowance Increase”) to pay any portion amounts otherwise due to Landlord under Section 7 below, subject to each of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.following conditions:

Improvement Allowance. Tenant shall be entitled to an a one-time improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four $3,372,075.00 (i.e., $1,707,344.0075.00 per rentable square foot of the Expansion Premises) (the “Expansion Improvement Allowance”) for the costs relating to the design and construction of the improvements improvements, which are permanently affixed to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, Tenant acknowledges that $52,500.00 of such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also must be used to make for improvements to the Common Area and Building (includingRooftop Decks), without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated provided that in the Amendment, subject event Tenant wishes to utilize any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred for the Existing Premises rather than the Expansion Premises then Tenant shall notify Landlord in writing within thirty (30) days following Tenant’s execution and delivery of this First Amendment as to herein as which portion(s) of the “Improvements.” Premises and/or Rooftop Decks that Tenant elects to use the Improvement Allowance towards. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails elects to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds use the Improvement Allowance applicable theretotowards Improvements in the Existing Premises, then Landlord requires that Tenant accommodate a reallocation of any previously determined Schedule of Values under the Work Letter attached to the Office Lease. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the all Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any Subject to the “Construction Risk Alternative,” as that term is defined in Section 4.2.1 below, EXHIBIT B any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse remaining as of the first anniversary date which is one (1) year from the delivery date of the Delivery Date, Expansion Premises shall remain the property of with Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled The Lessor is contributing to Lessee an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Initial Improvement Allowance”) for costs relating to of $70.000. Lessor must spend the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Initial Improvement Allowance may also be used on costs related to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” Improvements (as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision Article 40 of the Lease). As part of the Improvements, Lessor shall provide new carpet for the office area and rear section of the Leased Premises as noted on the attached plan. In addition, the Lessor will paint the walls in the Leased Premises, and provide selective demolition (to be mutually agreed upon). The Lessor will add wall between the R&D lab space and the administrative cubicle area, as amendednoted on the attached plan. The Initial Improvement Allowance will be used to fund Lessor’s activities related to the Improvements under this Exhibit X. Xxxxxx shall not charge Lessee any administration and supervision fee in connection with Xxxxxx’s work on the Improvements. The Leased Premises will be available on or about March 1, except 2020 for work to commence work on the Improvements and Lessee to inspect the Building and the Leased Premises. Promptly following mutual execution of the Lease but prior to Lessor commencing any work under this Exhibit D, Lessor shall submit to Lessee, for its consent, a detailed construction plan, specifying materials to be used, renderings and schematics for the initial Improvements described above (the “Initial Improvement Plan”). Following Xxxxxx’s consent to the Initial Improvement Plan, Lessor shall exercise all reasonable efforts to have their general contractor bid and substantially complete the work for the Initial Improvements by April 1, 2020. Lessee shall have the right to inspect the Initial Improvements as otherwise provided they are being made. Lessor shall proceed with and complete the construction of the Improvements described above. As soon as such improvements have been Substantially Completed, Lessor shall notify Lessee in Section 3.2 writing of this Work Letter, the date that the Improvements were Substantially Completed. The Improvements shall be deemed Landlord’s property under substantially completed (“Substantially Completed”) when only punch list items remain which do not prevent in any material way the terms use of the LeaseImprovements for the purposes for which they were intended. If the Initial Improvement Allowance exceeds $70,000, as amended. Any unused portion then Xxxxxx will reimburse Lessor within thirty (30) days of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right theretoImprovements being substantially completed. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.3706364.3/MTBA-JRP

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating Subject to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowanceterms hereof, Landlord shall provide grant an allowance to Tenant with an additional allowance in an amount not to exceed Twenty-Four the aggregate of (a) Six Million Eight Hundred Seventy Thousand Six Hundred and 00/100 Dollars ($24,600.006,870,000.00) (the “Lobby Basic Improvement Allowance”) payable by Landlord to be used solely to reimburse the Tenant upon Tenant’s written requestfor the Itemized Costs, which Lobby and (b) One Million Three Hundred Thousand Dollars ($1,300,000.00) (the “HVAC Allowance” and together with the Basic Improvement Allowance, the “Improvement Allowance”) to be used solely to reimburse the Tenant for that portion of the Itemized Costs of replacing the HVAC units serving the Premises and related control systems . The Improvement Allowance shall be used only available for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant disbursement subject to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this terms and conditions hereof (including the Work Letter), provided that at no time shall Landlord be required to make a disbursement of any of the Improvement Allowance if following such advance the aggregate amount of the Improvement Allowance advanced by Landlord would exceed Landlord’s Share of the aggregate amount of the Itemized Costs incurred by Tenant through such date. As used herein, “Landlord’s Share” means and refers to a fraction (expressed as a percentage), the numerator of which is the original amount of the Improvement Allowance and the denominator of which is the total amount of the Approved Budget (taking into account any increases in the Approved Budget, including increases as a result of change orders requested by Tenant and approved by Landlord in accordance with the terms and conditions of this the Work Letter). Any unused portion of Conditioned upon and provided that the Lobby Allowance that Tenant has not timely Conditions Precedent (as defined below) are satisfied for each reimbursement request, and properly requested that Landlord disburse as of satisfied for each request no later than the first anniversary of date which is two (2) years after the Delivery Term Commencement Date (the “Required Completion Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance”), Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord pay to Tenant upon within thirty (30) days of satisfaction of the Conditions Precedent Landlord’s Share of the Itemized Costs The “Conditions Precedent” are: (a) Tenant is not in default under this Lease beyond any applicable notice and cure period provided in this Lease, and Tenant is in full compliance with all requirements under this Section 3.3 concerning Tenant’s written requestInitial Work, which Security Allowance shall be used only for the soft and hard costs incurred by (b) Tenant to install security cameras within the interior and exterior has complied with all of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this the Work Letter. Any unused Letter that are conditions precedent that required to be satisfied prior to the disbursement of any portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, (c) Tenant has provided Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon itemized accounting of Tenant’s written requestcosts for such Tenant’s Initial Work for which it seeks reimbursement (“Itemized Costs”), of which Suite 300 ADA Allowance not more than twenty-five (25%) percent shall be used only for laboratory case work and soft costs, as more particularly set forth in the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for costs relating to the design and contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (the “Expansion Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitationthe right to use the Allowance, such for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises outside and access to the Expansion PremisesBuilding’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may elect also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to improveany request for reimbursement of Moving Costs. The Expansion Improvement All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance may also be used to make improvements not requested prior to the Common Area and Building expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (including1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, without limitation, as described hereinbelow in this Section 2) to structural integrity of the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the AmendmentImprovements, and such improvements shall be subject to all coordination of Tenant’s Work within the requirements contained in this Work Letter applicable to the Expansion ImprovementsBuilding. In addition to the Improvement Allowance, Landlord shall will provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars twelve cents ($24,600.00.12) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written requestper rentable square foot for a space planning allowance, which Lobby Allowance amount shall be used only paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementssuch space planning.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) 67,025.00 (the “Lobby Improvement Allowance”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) payable and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Landlord Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to Tenant upon Tenant’s written request, which Lobby Allowance the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be used only for subject to reimbursement from the soft and hard Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs incurred reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to modify/remodel pay such excess to Landlord before performing the Buildingremaining Landlord’s lobby pursuant to and in accordance with the “Construction Drawings,” Work. Except as that term is defined in Section 3.1 of this Work Letterset forth below, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance to, and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right theretoobligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. In addition Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the Improvement Allowancefull and final payment of Landlord’s Work, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00then such amount(s) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall may be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost its actual, documented third party costs of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Leasefurniture, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that cabling and other approved Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included fixtures in the Final Plans and Final Working Drawings.Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,

Improvement Allowance. Landlord shall provide to Tenant a tenant improvement allowance (“Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to an improvement allowance install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four the Qualified Allowance ($1,707,344.00) each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (the “Expansion Improvement Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs relating of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the design extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and construction the cost of the improvements Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside Maximum Allowance used during the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also first Rental Year and shall forfeit and not be used to make improvements entitled to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements Unused Allowance. Tenant shall be subject to responsible for coordinating and managing the Tenant Improvements and shall ensure that all of the requirements contained Tenant Improvements are performed in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred a good and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to workmanlike manner and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letterall applicable laws, approved by Landlord in accordance with the terms rules and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementscodes.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant (a) Sublandlord shall be entitled reimburse Subtenant for up to an improvement allowance in $210,225 (being $37.50 per square foot of rentable area of the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00Additional Premises) (the “Expansion Improvement Allowance”) of the Cost of Subtenant’s Work (as hereinafter defined). Subtenant shall pay the amount by which the Cost of Subtenant’s Work exceeds the Improvement Allowance. The Improvement Allowance shall be paid out to Subtenant based upon ninety percent (90%) of the value of the work for costs relating which payment is requested (i.e., the value of such work prior to application of any retainage provided for in Subtenant's contract with Subtenant's Contractor) to reimburse Subtenant for the Cost of Subtenant’s Work. Prior to the design and construction payment of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such any portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord Subtenant shall provide Tenant with an additional allowance in an amount not deliver, or shall cause to exceed Twenty-Four Thousand Six Hundred be delivered to Sublandlord evidence that the work for which reimbursement is then being requested has been performed and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable paid for by Landlord to Tenant upon Tenant’s written requestSubtenant, which Lobby evidence shall include executed lien waivers, architect’s certificates, contractor’s statements, and owner’s statements covering the work for which reimbursement is requested from time to time. Sublandlord covenants that it will make disbursements of the Improvement Allowance within thirty (30) days after receiving the foregoing required documentation. At Subtenant's election, payments out of the Improvement Allowance shall be used only made by Sublandlord directly to Subtenant's Contractor, in which event any lien waivers delivered to Sublandlord in connection with a request for the soft and hard costs incurred by Tenant disbursement may be conditioned upon payment. Funds paid to modify/remodel the Building’s lobby pursuant Subtenant from Sublandlord shall be deemed to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 be paid out of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and until the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an full amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant Improvement Allowance has been disbursed. In no event shall Sublandlord be required to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion make more than one disbursement of the Security Improvement Allowance that Tenant during any single calendar month. Upon Subtenant’s completion of Subtenant’s Work and delivery to Sublandlord of final lien waivers and other evidence reasonably required by Sublandlord to confirm Subtenant’s Work has not timely been completed and properly requested that Landlord fully paid for, Sublandlord shall, promptly after written request from Subtenant, disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with Subtenant any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein which Subtenant has satisfied the requirements for disbursement but which was withheld by Sublandlord as the “Improvements.” In no event ten percent (10%) retainage. The Improvement Allowance shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails available to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the LeaseSubtenant’s Work and for so-called "soft costs", as amendedwhich include space planning, except as otherwise provided in Section 3.2 of this Work Letterarchitectural and engineering fees, the Improvements shall be deemed Landlord’s property under the terms of the Leaselegal fees, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely construction management fees, moving costs, telephone and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord computer cabling and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant for furniture fixtures and Landlord contemplate that the Improvements to the Premises office equipment and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsstationery.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating a. Subject to the design and construction terms of Section 55 of the improvements to Service Agreement, Service Provider shall contribute the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Improvements Costs Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to towards the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord Costs in accordance with the terms and conditions of this Work LetterSection. Any The Generator Allowance shall be applied directly to the Generator Costs incurred by Service Provider. All Improvement Costs incurred by Service Provider shall be paid from the Improvement Costs Deposit, as such costs are incurred. In the event that the Improvement Costs Allowance exceeds the Improvement Costs, Customer shall have no claim against Service Provider for such excess, except as provided below. In the event the Improvement Costs exceed the Improvement Costs Allowance, Customer shall pay to Service Provider such excess amount within ten (10) days after Customer’s receipt of Service Provider’s invoice for same. In no event shall Service Provider be obligated to expend more than the Improvement Allowance. After Substantial Completion of the Initial Improvements has occurred, and the final determination of the Improvement Costs has been made by Service Provider, if the Improvement Costs are less than the Improvement Costs Allowance, then any unused portion of the Lobby Improvement Costs Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall may be used only by Customer as a reimbursement for the soft and hard Customer’s costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in installing Supplemental HVAC Equipment in the Building, all pursuant Premises (“Customer’s HVAC Costs”). The election by Customer to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any use any unused portion of the Security Improvement Costs Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Datefor Customer’s HVAC Costs shall be made by Customer no later than December 31, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) 2009 (the “Suite 300 ADA AllowanceAllowance Expiration Date”) payable by Landlord to Tenant upon Tenant). Any requested reimbursement of Customer’s written request, which Suite 300 ADA Allowance HVAC Costs shall be used only for made by Service Provider within thirty (30) days following Service Provider’s receipt of documentation reasonably acceptable to Service Provider reflecting the soft and hard costs incurred amount of Customer’s HVAC Costs, provided that such documentation is received by Tenant (in connection with Service Provider prior to the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work LetterAllowance Expiration Date. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as remaining unused after the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements Expiration Date shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsretained by Service Provider.

Improvement Allowance. Within fifteen (15) days following the Commencement Date, Landlord shall pay to Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) 450,000.00 (the “Expansion Improvement Allowance”). Exhibit “B” EXHIBIT C RENEWAL OPTIONS RENEWAL OPTION Tenant is hereby granted two (2) for costs relating five (5) year options to renew the Lease (each a “Renewal Option”). If the Tenant desires to exercise a Renewal Option, it shall so notify the Landlord, in writing, not later than the date which is twelve (12) months prior to the design and construction then current expiration date of the improvements Term. Such notice shall only be effective if delivered at a time when the Tenant is not in Default under the Lease. Within thirty (30) days following its receipt of Tenant’s notice of its desire to exercise a Renewal Option, given at the time and in the manner provided above, Landlord shall prepare and transmit to Tenant an appropriate amendment to this Lease extending the Term for five (5) years (each, a “Renewal Term”) and specifying (i) Landlord’s estimate of the Minimum Annual Rent for the Premises during the Renewal Term, which will be consistent with the base rental rate then being offered to and accepted by other tenants of comparable size and location expanding or renewing leases in the same geographic region as the Building, as reasonably determined by Landlord and evidenced by recent transactions which shall be disclosed to Tenant (the “Expansion ImprovementsMarket Rent”), and (ii) that all other terms and conditions during the Renewal Term are the same as those during the Term, except for any tenant improvement allowances, termination rights, expansion rights, and renewal rights. If Tenant disagrees with Landlord’s estimation of the Market Rent, it must so notify Landlord in writing within twenty (which, 20) days of Tenant’s receipt thereof and specify Tenant’s estimation of the Market Rent. If the parties acknowledge shall not include are unable to agree on the Market Rent for the Renewal Term within twenty (20) days following Landlord’s receipt of Tenant’s furniture and personal property)estimation of Market Rent, including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect in writing to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2x) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and promptly enter into binding arbitration in accordance with the “Construction Drawings,” as that term is defined in provisions of Section 3.1 2 of this Work LetterExhibit D or (y) revoke its election to exercise the Renewal Option, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and which case Tenant shall have no further right thereto. In addition to the Improvement Allowance rights under this Exhibit D (and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance exercise of the Renewal Option shall be used only for of no force in effect) and Landlord may lease the soft and hard costs incurred by Tenant Leased Premises to install security cameras within the interior and exterior a third party free of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions provisions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Exhibit D. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion does not revoke its exercise of the “Over-Allowance Amount,” Renewal Option and shall fail for any reason to execute and deliver the lease amendment within twenty (20) days of the determination of Market Rent (whether by agreement of the parties or by arbitration as defined provided below), or if Tenant shall be in Default under the Lease at the commencement date of the Renewal Term, then in either such event, at Landlord’s option, Tenant’s purported exercise of its Renewal Option shall be of no force or effect and required the Renewal Option shall become null and void. The Renewal Option is personal to the Tenant first named in Section 4.2.1 of this Work Letter, nor Lease and shall Landlord be obligated not inure to pay a total amount to reimburse Tenant for the cost benefit of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing assignee or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingssubtenant.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Provided there exists no material default ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with beyond any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property grace period) under the terms of the Lease, as amendedLandlord shall pay to Tenant the Twentieth Floor Part B Improvement Allowance in monthly intervals. Any unused draw requests shall be submitted to Landlord no later than the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment; to Tenant, or other designated third party until the twenty-sixth (26th) day of the following month. In the event that Tenant’s expenditures for improvements to Twentieth Floor Part B are less than the Twentieth Floor Part B Improvement Allowance, the remaining balance (after reimbursing Tenant for such expenditures) of the Twentieth Floor Part B Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of shall be credited against Annual Rent next coming due under the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsLease.

Improvement Allowance. Landlord agrees to provide to Tenant (i) an allowance with respect to the preparation of the Plans, in the amount of $8,853.40, calculated on the basis of $.10 per rentable square foot (the “Design Allowance”) and (ii) an allowance with respect to the construction of the Tenant’s Improvements in accordance with the Construction Price, in the amount of $2,213,350.00 (exclusive of Landlord’s Improvements in accordance with Section 17.1.1) calculated on the basis of $25.00 per rentable square foot (the “Tenant Improvement Allowance”). Landlord shall pay to Tenant the full amount of the Design Allowance upon the Effective Date. To the extent that the cost of the preparation of the Plans shall exceed the Design Allowance or the Construction Price shall exceed the Tenant Improvement Allowance, Tenant shall be liable for the difference. To the extent the Construction Price shall be less than the Tenant Improvement Allowance, Tenant shall be entitled to an improvement allowance a credit against Base Rent in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge such savings. Landlord shall not include Tenant’s furniture and personal property)charge Tenant fees for construction coordination or supervision, including without limitationor for review or approval of Plans or Change Orders, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds utility services, air conditioning or other services provided during installation of furnishings, fixtures or equipment. The Construction Price shall be paid as follows: (i) Landlord shall disburse the full amount of the Tenant Improvement Allowance applicable thereto. Notwithstanding and (ii) if the foregoing or any contrary provision Construction Price shall exceed the Tenant Improvement Allowance, then, following the disbursement of the Leasefull amount of the Tenant Improvement Allowance, as amendedTenant shall pay all remaining Tenant’s Improvements costs, except as otherwise provided in Section 3.2 not to exceed the Construction Price, on or before the fifteenth (15th) Business Day after Tenant’s receipt of this Work Letteran invoice therefor from Landlord or Landlord’s Contractor, but no more frequently than once monthly; provided, however, the Improvements Retainage shall be deemed disbursed by Tenant to the Landlord’s property under Contractor only upon (A) the terms Substantial Completion of the LeaseTenant’s Improvements, as amended. Any unused portion subject to a further retainage of 150% of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as reasonably estimated cost of the first anniversary Punch List items until the final completion of same; (B) the submittal of the Delivery Datefinal release of lien from the Landlord’s Contractor; (C) the submittal of the final contractor’s affidavit as contemplated by Chapter 713, shall remain the property of Landlord Florida Statutes, indicating that all subcontractors have been paid in full, and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate (D) a written certification from Tenant’s Architect that the Tenant’s Improvements have been substantially completed to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsTenant’s reasonable satisfaction.

Improvement Allowance. Tenant shall bear all of its costs of constructing the Initial Improvements, except that Landlord shall provide a construction allowance (the “Improvement Allowance”) to be entitled applied to an improvement allowance such costs in the amount of One Ten Million Seven Hundred Seven Thousand Three Hundred FortySeventy-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four four Thousand Six Two Hundred and 00/100 Dollars ($24,600.0010,374,200.00) (being $100 per rentable square foot time the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written requestrentable square footage of the floor area of the Premises set forth in Paragraph 1.4 of the Lease). The costs of such construction shall include, which Lobby Allowance shall be used only for the soft without limitation, engineering, space planning and hard architectural fees and costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion for preparation of the Lobby Allowance that Tenant has not timely proposed Final Plans and properly requested that Landlord disburse as all working drawings and processing of the first anniversary applications for all governmental authorizations, approvals, licenses and permits; costs of the Delivery Dateobtaining building permits; fees of engineers, shall remain the property of Landlord space planners, architects, attorneys and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord others providing professional or extra services to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Initial Improvements or the supervision of the construction; costs of Tenant identification signage; all hard construction costs incurred by Tenant for the construction of the Initial Improvements according to the Final Plans and all approved changes thereto, including, but not limited to, all labor and supervision costs, costs of all materials and supplies used in such construction, contract price for all construction work undertaken by general contractors and subcontractors, and fees, taxes or other charges levied by governmental or quasi-governmental agencies (including, public utilities) in connection with the issuance of all approvals, licenses and permits obtained by Tenant necessary to undertake construction of the Initial Improvements) to ensure that ; and Tenant’s general contractor’s overhead and profit. There shall be no construction management fee charged by Landlord in its review of the Base Building serving Suite 300 is fully compliant proposed Final Plans or in connection with any applicable requirements the construction of any applicable handicapped access laws pursuant to and the Initial Improvements. If performance or payment bonds are required by Landlord or Tenant, the party requiring such bonds shall be responsible for paying for the cost of same. If, after completing the Initial Improvements in accordance with the Construction DrawingsFinal Plans, approved the entire Improvement Allowance has not been applied by Landlord in accordance with to the terms costs of completing such Initial Improvements, then such unapplied and conditions of this Work Letter. Any unused undisbursed portion of the Suite 300 ADA Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord (and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall not be referred entitled to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay receive any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord same) and Tenant shall have no not be entitled to any further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included reduction or offset in the Final Plans and Final Working Drawingspayment of monthly Base Rent or any Additional Rent under the Lease.

Improvement Allowance. Landlord shall provide Tenant shall be entitled to an improvement allowance in with the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Space Planning Allowance and the Tenant Improvement Allowance ($1,707,344.00) (collectively, the “Expansion Improvement Allowance”) for the cost of constructing Tenant’s Expansion Construction and architectural, engineering and design fees with respect thereto in amounts not to exceed the Tenant Improvement Allowance and Space Planning Allowance, as such terms are defined in Section 2 of this Amendment. All construction costs relating for the Premises in excess of the Tenant Improvement Allowance and all design costs for the Premises in excess of the Space Planning Allowance shall be paid for entirely by Tenant, and Landlord shall not provide any reimbursement therefor. The Improvement Allowance shall be disbursed as requisitioned by Tenant but in no more than two (2) disbursements per month. For each disbursement, Tenant shall submit a requisition package to Landlord prior to the design and construction first day of the improvements to the Premises (the “Expansion Improvements”) (whichmonth, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion with an itemization of the Premises outside the Expansion Premisescosts being requisitioned, as a certificate by an officer of Tenant may elect to improve. The Expansion Improvement that all such costs are Allowance may also be used to make improvements to the Common Area Costs and Building (have been incurred and paid for by Tenant, and appropriate back-up documentation including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon lien releases from Tenant’s written requestContractor (in a form, which Lobby Allowance reasonably approved by Landlord), paid invoices and bills. The final requisition package shall be used only for further include an executed estoppel letter under the soft and hard costs incurred by Tenant to modify/remodel the BuildingLease, a certificate of Tenant’s lobby pursuant to and Architect that Tenant’s Expansion Construction has been completed in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, Tenant’s Plans and any Change Orders approved by Landlord in accordance with the terms Landlord, lien releases from each Tenant Contractor and conditions all major subcontractors, a set of this Work Letter. Any unused portion “as-built” plans of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred Expansion Construction certified by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby AllowanceTenant’s Architect or Contractor, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction original certificate of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementsoccupancy.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Upon full execution of this Amendment and provided that Tenant is not then in default under the Original Lease or this Amendment, Tenant shall be entitled to an a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four up to, but not exceeding $1,041,550.00 (i.e. $1,707,344.00) (25.00 per rentable square foot of the “Expansion Improvement Allowance”Premises) for the costs relating to the design and construction of the additional Tenant improvements to the Premises (“Additional Tenant Improvements”). The Tenant Improvement Allowance shall be available for Tenant’s use as follows: up to twenty-five percent (25%) during the first year of the Lease Extension Term, up to fifty percent (50%) during the second year of the Lease Extension Term, and up to one hundred percent (100%) during the third year of the Lease Extension Term. Tenant may use up to $208,310.00 of the Tenant Improvement Allowance (i.e. $5.00 per rentable square foot of the Premises) (the “Expansion ImprovementsLimited Allowance”) for the purchase of furniture, fixtures or equipment for use in the Premises. Additionally, if Tenant becomes a publicly traded company through an initial public offering and provided Tenant is not then in default under the Original Lease or this Amendment, (which1) Tenant may use the Limited Allowance, the parties acknowledge shall not include Tenant’s furniture if any, as an offset against Base Rent as it becomes due, and personal property), including without limitation, such portion (2) one hundred percent (100%) of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also shall be used available to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements Tenant immediately following its public offering. All Additional Tenant Improvements shall be subject to all Article 8 of the requirements contained in this Work Letter applicable to Original Lease. Disbursement of the Expansion Improvements. In addition to the Tenant Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby made pursuant to and in accordance with Section 2.2 of Exhibit D to the “Construction Drawings,” as that term is defined in Section 3.1 of this Work LetterOriginal Lease, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance except that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or may also use a portion of the Tenant Improvement Allowance are collectively referred to herein as for the “Improvements.” cost of its Back-Up Generator and related installation fees. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay does not utilize any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding within forty-eight (48) months from the foregoing or any contrary provision commencement of the LeaseTerm Extension Commencement Date, as amendedincluding the Limited Allowance, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements Tenant shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused forfeit any remaining portion of the Tenant Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements would be otherwise due to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsTenant.

Improvement Allowance. Provided that Tenant shall be entitled to an improvement allowance is not then in default under the amount Lease beyond the expiration of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design any applicable notice and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowancegrace periods, Landlord shall provide Tenant with an additional improvement allowance in an amount not to exceed Twenty-Four of Sixty Five Thousand Six Hundred and 00/100 Dollars ($24,600.0065,000.00) (the "Improvement Allowance"), for actual, verifiable, out-of-pocket Construction Costs (as hereinafter defined) incurred by Tenant for the Tenant Improvements. At least Thirty Thousand and 00/100 Dollars ($30,000.00) of the Improvement Allowance must be used for the Mechanical Expenses (the “Lobby HVAC Portion of the Allowance”). The "Construction Costs" shall be deemed to mean and include only the following costs incurred by Tenant in completion of the Tenant Improvements: (1) payable all hard costs and expenses pertaining to the completion of the Tenant Improvements, including, but not limited to, parts and supplies, mechanical units, and costs charged by suppliers, contractors, subcontractors and other parties for materials and labor, (2) architectural and engineering fees, and (3) costs of permits, licenses and other governmental approvals required for the performance of the Tenant Improvements. The HVAC Portion of the Allowance shall be paid by Landlord to Tenant upon Tenantwithin fourteen (14) days after Landlord’s written request, which Lobby receipt and approval of applicable purchase orders for the Mechanical Expenses. The balance of the Improvement Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved paid by Landlord in accordance with the terms to Tenant within fourteen (14) days after Landlord’s receipt and conditions of this Work Letter. Any unused portion approval of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and applicable purchase orders therefor. Tenant shall have no further right thereto. In addition to be solely and exclusively responsible for all Construction Costs which exceed the amount of the Improvement Allowance and any costs of completing the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, do not qualify as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsConstruction Costs.

Improvement Allowance. Provided Tenant shall be entitled is not in default of the Lease, Landlord agrees to provide to Tenant an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating in an amount up to One Million Five Hundred Eighteen Thousand Nine Hundred Fifty Dollars ($1,518,950,00) (or Forty-Two and 50/100 Dollars ($42.50) per rentable square foot of the Premises) to be applied solely to the design Construction Costs. Notwithstanding the foregoing, Tenant hereby expressly acknowledges and agrees that Tenant shall expend no less than One Million One Hundred Sixty-One Thousand Five Hundred Fifty Dollars ($1,161,550.00) (or Thirty-Two and 50/100 Dollars ($32.50). per rentable square foot of the Premises) on Construction Costs associated with the construction of the improvements Tenant Improvements. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to the Premises (the “Expansion Improvements”) (whichLandlord, the parties acknowledge shall from time to time, but not include Tenant’s furniture and personal property)more often then once per calendar month, including without limitationrequests for direct payments to third parties, such portion of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Premises outside Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the Expansion Premisescosts for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowanceabove, Landlord shall provide Tenant with an additional allowance pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars in excess of ninety percent ($24,600.0090%) of the Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the “Lobby Allowance”Premises; (B) payable if previously submitted by Landlord to Tenant upon Tenant, Tenant’s written request, which Lobby Allowance shall be used only for execution and delivery to Landlord of the soft and hard costs incurred by Tenant Declaration attached to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” Lease as that term is defined in Section 3.1 of this Work Letter, approved Exhibit C; (C) receipt by Landlord in accordance with of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the terms subcontractors and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be all materials used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements Landlord of any applicable handicapped access laws pursuant all receipts, invoices or other documentation necessary to and in accordance with the Construction Drawings, approved substantiate all costs payable by Landlord in accordance with the terms and conditions of this Work Letterhereunder. Any unused portion of the Suite 300 ADA Allowance that If Tenant has does not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with expend all or a portion of the Improvement Allowance are collectively referred to herein for Construction Costs as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion permitted hereunder within nine (9) months of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work LetterEffective Date, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, so used shall remain the property of Landlord and Tenant shall have no further right theretobe retained by Landlord. Without limiting Notwithstanding the foregoing, Tenant and may elect to use all or any portion of the unused Improvement Allowance (but in no event more than Three Hundred Fifty-Seven Thousand Four Hundred Dollars ($357,400.00) (or Ten Dollars ($10.00) per rentable square foot of the Premises)) to defray (x) Annual Base Rent payable by Tenant pursuant to the Lease, provided that Tenant gives written notice to Landlord contemplate that of Tenant’s election to utilize such credit at least ten (10) business days prior to the Improvements due date of any installment of Annual Base Rent for which Tenant elects to use such credit, or (y) Tenant’s costs associate with its move to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings(excluding legal fees).

Improvement Allowance. Tenant shall be entitled to receive an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four $181,200.00 (i.e., $1,707,344.0030.00 per rentable square foot of the Suite 750 Expansion Space) (the “Expansion Improvement Suite 750 Allowance”) for costs relating to perform improvements, alterations and additions to the design and construction Suite 750 Expansion Space. In addition, if Tenant properly exercises its Suite 750 Expansion Option pursuant to this Section 10, Landlord shall also increase the amount of the Suite 700 Allowance described in Exhibit B by an amount equal to $104,910.00 (i.e., $10.00 per rentable square foot of the Suite 700 Expansion Space), so the amount of the Suite 700 Allowance shall be increased from $209,820.00 to $314,730.00. The Suite 750 Allowance shall be applied toward the cost of initial improvements to be performed in the Premises Suite 750 Expansion Space (the “Expansion Suite 750 Improvements”) (whichby Tenant, including the parties acknowledge cost of preparing plans, drawings and specifications in connection therewith. The Suite 750 Allowance shall be applied and disbursed in the same manner and subject to the same limitations set forth in Exhibit B hereto with respect to the Suite 700 Allowance. Notwithstanding anything herein to the contrary, Landlord shall not include Tenant’s furniture and personal property), including without limitation, such be obligated to disburse any portion of the Premises outside Suite 750 Allowance during the Expansion Premisescontinuance of an uncured default under the Lease, as Tenant may elect amended hereby, and Landlord’s obligation to improvedisburse shall only resume when and if such default is cured. The Expansion Improvement Suite 750 Allowance may also only be used to make improvements to for the Common Area and Building cost of labor, material, permits, professional services fees (including, without limitation, as described hereinbelow in this Section 2) engineers foes and LEED certified professional fees), and contractors fees for the Suite 750 Improvements to the extent specifically contemplated Suite 750 Expansion Space and the cost of preparing plans and drawings in connection therewith. In no event shall the AmendmentSuite 750 Allowance be used for the purchase of equipment, subject to any approval furniture or other standards set forth in items of personal property of Tenant. Any Suite 750 Allowance remaining after the Amendment, and such improvements shall be subject to all date which is six (6) months following the commencement of the requirements contained in this Work Letter applicable Suite 750 Term shall accrue to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in claim connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementstherewith.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four provided there exists no material default ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with beyond any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property grace period) under the terms of the Lease, as amendedLandlord shall pay to Tenant the Ninth Expansion Option Improvement Allowance in monthly intervals. Any unused draw requests shall be submitted to Landlord no later than the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws . Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to Tenant, or other designated third party until the twenty-sixth (26th) day of the following month. In the event that Tenant’s expenditures for improvements to the Ninth Expansion Option Space are less than the Ninth Expansion Option Improvement Allowance that the remaining balance (after reimbursing Tenant has not timely and properly requested that Landlord disburse as for such expenditures) of the first anniversary of Ninth Expansion Option Improvement Allowance shall be credited against Annual Rent next coming due under the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsLease.

Improvement Allowance. Landlord hereby agrees to disburse to Tenant shall be entitled an amount up to an improvement allowance in the amount of One Million Seven Five Hundred Seven Thousand Three Hundred Forty-Four and No/100ths Dollars ($1,707,344.00500,000.00) to be used as an allowance for improvements (the “Expansion "Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property"), including without limitationprovided, such portion of the Premises outside the Expansion Premiseshowever, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (includingLandlord agrees, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred remains unused, Tenant may use said amounts to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for defray the cost of any Improvements that exceeds moving to and relocating into the Improvement Allowance applicable theretoPremises. Notwithstanding the foregoing or any contrary provision of the LeaseProvided Tenant is not in default hereunder, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion 's disbursement of the Improvement Allowance to Tenant shall be made in up to four (4) installments approximately thirty (30) days apart commencing on approximately April 15, 2001. Each installment shall be in an amount equal to the invoicing incurred by Tenant in making said Improvements as of five days before disbursement, to a maximum total Tenant Allowance of $500,000.00. Provided, however, that Landlord shall not be obligated to disburse more than 90% (ninety percent) of the funds otherwise disbursable under this paragraph until and unless (i) the applicable governmental authority has issued to Tenant a Certificate of Occupancy as to the Premises; (ii) Tenant has executed and delivered to Landlord an estoppel letter in a form reasonably acceptable to Landlord which includes (but may not timely and properly requested be limited to) an acknowledgment by Tenant that Landlord disburse is then in full compliance with the Lease; (iii) Tenant delivers to Landlord sufficient satisfactions and/or releases of notices and/or claims of lien so as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to eliminate any potential for a claim or lien against Landlord's or Tenant's interests in the Premises and Building listed in Schedule X will be included the underlying fee simple interest in the Final Plans and Final Working Drawings.Premises. h.

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. “Improvement Allowance” means an amount equal to the sum of: (A) the product of $65.00 multiplied by the Rentable Floor Area of the Initial Premises and the First Must-Take Premises, plus (B) the product of $55.50 multiplied by the Rentable Floor Area of the Second Must-Take Premises. The Leasehold Improvements in the First Must-Take Premises and the Second Must-Take Premises shall be entitled to an improvement allowance consistent with the Leasehold Improvements in the amount of One Million Seven Hundred Seven Thousand Three Hundred FortyInitial Premises, and completed prior to Tenant occupying the First Must-Four ($1,707,344.00) (Take Premises and the “Expansion Improvement Allowance”) Second Must-Take Premises, as applicable, for costs relating business. Except as may be expressly provided to the design contrary in this Exhibit, the Improvement Allowance shall be applied solely towards payment of the Improvement Costs (specifically excluding furniture, fixtures, equipment, and/or data cabling). “Improvement Costs” means the sum of: (i) the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee and any of the following (which may be included in the respective definitions for the three foregoing defined terms) to be used for and in connection with (a) the purchase, installation and construction of Leasehold Improvements, (b) space planning, architectural and engineering expenses related to Leasehold Improvements, (c) plan review, permits, inspections and other governmental requirements and approvals relating to Leasehold Improvements, (d) construction management services relating to Leasehold Improvements (not to exceed 5% of the improvements to Improvement Costs exclusive of the construction management fees), and (e) any and all costs, expenses, fees and charges incurred in connection with Leasehold Improvements and/or the items described in (a) through (e) in this sentence (specifically excluding furniture, fixtures, equipment, and/or data cabling). Notwithstanding the foregoing, no more than $4.50 multiplied by the Rentable Floor Area of the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion the First Must-Take Premises and the Second Must-Take Premises) of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (includingapplied against architectural fees. If, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first 9-month anniversary of the Delivery Commencement Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay remains unused for any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letterreason under Tenant’s control, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Leasereduced by such unused amount, as amended. Any unused and Landlord shall retain such undisbursed portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, which shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, be deemed waived by Tenant and Landlord contemplate that the Improvements shall not be paid to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsTenant, credited against Rent, or applied to Tenant’s moving costs or prior lease obligations.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance for the costs of preparing the Premises for Tenant's initial occupancy (including the costs of Landlord's Initial Construction and architectural and engineering fees) in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby "Improvement Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” " as that such term is defined in Section 3.1 1.1 of this Work LetterLease. Landlord shall solicit bids from three (3) general contractors. Landlord shall promptly supply Tenant with such detailed information about bid requests and negotiations with contractors as Tenant may reasonably request, approved provided that any delays resulting from Tenant's failure to act within two (2) business days upon the information supplied to it by Landlord in accordance with shall constitute a Tenant's Delay. In the terms case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and conditions of this Work LetterTenant reasonably determine otherwise. Any unused portion HVAC control work will not be bid. Landlord will use commercially reasonable efforts to cause the general contractor (or any bidding contractor) to identify "long lead" items or materials that will delay substantial completion of Landlord's Initial Construction beyond any dates contemplated under this Lease, and shall notify Tenant of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of same promptly after such identification is made. Landlord and Tenant shall have no further right theretocooperate in good faith to avoid such "long lead" items or materials. If the bid to be selected hereunder is for a contract amount in excess of the Improvement Allowance, then Tenant may submit revised Tenant's Plans within three (3) Business Days following the date of Landlord's selection of the bid and submit such revised Tenant's Plans for review and approval as set forth in this Exhibit B. Upon Landlord's approval of any such revised Tenant's Plans, Landlord shall seek and obtain revised bids to be reviewed and selected as set forth in this Exhibit B. Landlord shall notify Tenant of the total fixed-price construction cost of Landlord's Initial Construction shown on such Construction Documents (the "Base Price"), including xxxx-ups as determined hereunder, which Base Price will not include any construction supervision or management fee to Landlord and any charges by contractors or subcontractors included therein for profit, fees, overhead, general conditions and the like shall not exceed market contractors' fees for such items charged by contractors performing comparable construction projects in the Boston, Massachusetts "Metro-West" area. The Base Price shall hereafter be subject to adjustment for Change Orders (if any) if such Change Orders are approved by Tenant. All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In addition the event that the total fixed price of Landlord's Initial Construction (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Landlord's Initial Construction. Any amount by which the Improvement Allowance and is greater than the Lobby AllowanceBase Price shall be credited to Tenant's payment of Rent next due or, Landlord at Tenant's written election, may be utilized to reimburse Tenant for Tenant's third party costs incurred in connection with preparing the Premises for Tenant's occupancy (including, but not limited to, any Tenant Work performed pursuant to this Lease, or for the purchase of furniture or other equipment, installation of wiring or cabling, signage costs, moving expenses, consultants or legal fees, or other costs associated with this Lease or Tenant's occupancy of the Premises). Such a reimbursement of the unutilized Improvement Allowance shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable be made by Landlord to Tenant upon within thirty (30) days following the date on which Tenant provides invoices to Landlord demonstrating Tenant’s written request's costs and expenses. Notwithstanding anything to the contrary set forth in this Lease, which Security Allowance Landlord shall be used only responsible to perform and pay for (without inclusion in Landlord's Operating Expenses and without deduction from the soft and hard costs incurred by Tenant to install security cameras within Improvement Allowance) the interior and following: (x) Building standard blinds in good working order on all exterior of the Building access control systems windows in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse place as of the first anniversary of the Delivery Term Commencement Date, shall remain the property of Landlord (y) Building standard HVAC system in place and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance all existing VAV boxes in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse good working order as of the first anniversary of the Delivery Date, shall remain the property of Landlord Term Commencement Date and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, (z) all life safety systems required by state and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse local code as of the first anniversary Term Commencement Date in place and in good working order as of the Delivery Term Commencement Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an a one-time improvement allowance (the “Improvement Allowance ”) in the amount of One Million Seven Five Hundred Seven Thousand Three Hundred Forty-Four Dollars ($1,707,344.00) (the “Expansion Improvement Allowance”500,000.00) for the costs relating to the initial design and construction of the Tenant’s improvements which are permanently affixed to the Premises (the “Expansion Improvements”); provided, however, that Tenant shall have the option to receive a one-time additional improvement allowance to pay for Improvement Allowance Items (the “Additional Allowance”) in the amount not to exceed Two Million Dollars ($2,000,000.00). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the monthly Base Rent payable by Tenant throughout the Amortization Period(s) (whichas defined below) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said Amortization Period(s) based upon equal monthly payments of principal and interest, with interest imputed on the parties acknowledge outstanding principal balance at the rate of eleven percent (11%) per annum (the “Amortization Rent”). The term "Amortization Period(s)” shall mean the period of time commencing on the date(s) Landlord disburses the applicable portion of the Additional Allowance to Tenant and ending on the New Termination Date of the Extended Term. In the event the Lease shall terminate for any reason other than a Landlord default, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not include Tenant’s furniture been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 2.1 shall become immediately due and personal property)payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Articles 11 and 13 of the Lease. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever, including without limitation, such portion pursuant to Articles 11 and 13 of the Premises outside the Expansion Premises, as Tenant may elect to improveLease. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Additional Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition so elected to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred received by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are sometimes collectively referred to herein as the “Improvements.” "Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that which exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or Allowances and in no event shall Tenant be entitled to any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any credit for any unused portion of the Improvement Allowance that Allowances not used by Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Dateby September 30, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings2009.

Improvement Allowance. Landlord agrees to pay up to $4,540,100.00 (the "Improvement Allowance") for Landlord's Costs (defined below). Tenant shall be entitled pay all of Landlord's Costs which are in excess of the Improvement Allowance plus Landlord's Fee and the Warranty Fee (as defined below) within thirty (30) days after Landlord's billing to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Tenant therefor. Landlord may xxxx Tenant such amounts on a monthly basis, at Landlord's option, as progress payments, which Tenant shall pay within thirty ($1,707,344.0030) (the “Expansion Improvement Allowance”) for costs relating days after billing therefor. "Landlord's Costs" are all direct and indirect costs, fees, and expenses related to the design Land and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (Initial Improvements including, without limitation, as described hereinbelow in this Section 2) all costs, fees, and expenses related to the extent specifically contemplated in acquisition of the AmendmentLand, obtaining all permits and governmental approvals for the Initial Improvements, designing, constructing, and installing the Initial Improvements, general conditions, document preparation, costs of drawing plans and specifications, builders risk and liability insurance costs, and all labor, materials, supplies, and equipment used for any of the foregoing, plus any excise or sales tax imposed on any of the foregoing. A preliminary budget, which is subject to any approval or other standards change, of Landlord's Costs is attached as Exhibit "G". All of Landlord's Costs are subject to change except that the cost of the items described on Exhibit "G" next to which an asterisk (*) is placed shall equal the amount for such items set forth in Exhibit "G". After the AmendmentFinal Plans are completed, Landlord will prepare an updated budget and, thereafter, the Designated Representatives shall meet at least every other week to update the budget. Landlord's Fee shall equal five percent (5%) of the total of Landlord's Costs in excess of $4,540,100.00. The Warranty Fee shall equal one percent (1%) of costs, fees, and expenses of labor, materials, supplies, and equipment for construction of the Initial Improvements (the "Warranty Fee"). If Landlord incurs any costs, fees or expenses to repair or replace any of the Initial Improvements under Landlord's construction warranty or replacement obligations as described in this Lease, such improvements amount shall be subject deducted from the Warranty Fee. Any amount not so paid from the Warranty Fee within sixteen (16) months following the date of Substantial Completion of the Tenant Improvements shall be reimbursed to Tenant, if and to the extent, Tenant pays the Warranty Fee as required by this Section 21.2(c). Such payment shall be made within 30 days after the end of such 16-month period. Landlord is not obligated to pay or incur any amounts that exceed the Improvement Allowance. If Landlord's Costs exceed the Improvement Allowance, Tenant will pay the excess to Landlord in cash as Additional Rent as provided above but in no event later than upon Substantial Completion of the Tenant's Improvements. Within 10 days after Landlord's demand therefor accompanied by reasonable documentation of such costs, Tenant will also pay, as Additional Rent, all of Landlord's Costs (including lost rent) resulting from any Tenant Delay. If Landlord reasonably estimates that the requirements contained in this Work Letter applicable to cost of the Expansion Improvements. In addition to Initial Improvements will exceed the Improvement Allowance, Landlord shall provide may require Tenant to deposit with an additional allowance in Landlord, before Landlord commences construction of Initial Improvements, an amount not equal to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable amount by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion cost of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to Initial Improvements exceeds the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an a one-time tenant --------------------- improvement allowance (the "Improvement Allowance") in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four $194,895.00 (based upon $1,707,344.00) (5.00 per rentable square foot of the “Second Expansion Improvement Allowance”Space, $15.00 per rentable square foot of Suites M-100, 101 and 102, and $5.00 per rentable square foot of Suite 310) for the costs relating to the initial design and construction of the improvements Tenant's improvements, which are permanently affixed to the Premises Total Expansion Space and/or the cost of items which Tenant is required to perform in order to comply with legal requirements triggered by Tenant's improvements, other than costs associated with Landlord's Compliance Work (the “Expansion "Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property"), including without limitation, such portion of the Premises outside the Expansion Premises, as . Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to use the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred any space leased by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant and shall not be limited solely to and in accordance with constructing Improvements within the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work LetterTotal Expansion Space. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that which exceeds the Improvement Allowance. The Improvement Allowance applicable theretomay be used by Tenant at any time prior to the date which is six (6) months after the last Expansion Commencement Date. Notwithstanding All Improvements for which the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease, as amended. Any Tenant shall not be entitled to any credit for any unused portion of the Improvement Allowance that Tenant has not timely Allowance. Notwithstanding anything to the contrary in the Lease or this Work Letter, the Improvements for Suites 101, 102 and properly requested that Landlord disburse as of M-100 shall provide for an open mezzanine to the first anniversary floor that is substantially similar to and consistent with the mezzanine in the original Premises, and the Construction Costs shall include the cost of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements any changes to the Premises Base, Shell and Building listed Core that are necessary in Schedule X will be included in order to accommodate such mezzanine ("Necessary Mezzanine Changes"); however, the Final Plans and Final Working Drawingsforegoing shall not require Tenant to construct any particular number of offices on the mezzanine.

Improvement Allowance. Tenant shall be entitled to an a one-time improvement allowance (the “Improvement Allowance”) in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Twenty and No/100 Dollars ($1,707,344.0020.00) (per rentable square foot of the “Expansion Improvement Allowance”) Premises for the costs relating to the initial design and construction of the Tenant’s improvements which are permanently affixed to the Premises (the “Expansion Improvements”) (which). In addition, the parties acknowledge Landlord shall not include reimburse Tenant for fees paid to Tenant’s furniture and personal property)Space Planner, including without limitationHOK, such portion up to a maximum of 15/100 Dollars ($.15) per rentable square foot of the Premises outside (the Expansion Premises“Preliminary Plan Allowance”), as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to prepare a preliminary space plan for the Common Area and Building Premises (includingor, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowanceat Landlord’s election, Landlord shall provide Tenant with an additional allowance in an pay such amount not directly to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work LetterHOK). Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that which exceeds the Improvement Allowance applicable thereto(plus such Preliminary Plan Allowance). Notwithstanding If by December 31, 2010, Tenant has not used the foregoing or any contrary provision entire amount of the LeaseImprovement Allowance for Improvement Allowance Items (as defined below), as amended, except as otherwise provided in Section 3.2 of this Work Letter, then the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as (up to a maximum of Fifteen Dollars ($15.00) per rentable square foot of the first anniversary Premises) shall be applied as a credit against the Monthly Basic Rental immediately next due under this Lease. If Landlord fails or refuses to disburse the Improvement Allowance to Tenant contrary to the provisions of the Delivery Datethis Lease, shall remain the property of Landlord and then Tenant shall have no further the right thereto. Without limiting to offset all of the foregoing, Tenant and Landlord contemplate that undisbursed portion of the Improvements to Improvement Allowance against the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsfirst payment of monthly Basic Rental thereafter due hereunder.

Improvement Allowance. Tenant LESSOR shall pay to LESSEE an "Improvement Allowance" (herein so called) in an amount equal to the amount by which Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000) exceeds the actual costs incurred by LESSOR in completing LESSOR'S Work; provided, however, for purposes hereof the cost incurred by LESSOR in completing LESSOR'S WORK shall in no event be deemed to exceed the Budget Amount (as defined below) and no individual component of LESSOR'S Work shall be entitled deemed to an improvement allowance exceed the Budget Amount therefor. The Improvement Allowance, less a reserve for the anticipated cost for completing the Punchlist Items, shall be paid by LESSOR to LESSEE within fifteen (15) days following LESSEE'S delivery to LESSOR of the final list of Punchlist Items. Within fifteen (15) days following completion of the Punchlist Items, LESSOR shall pay to LESSEE the unused portion, if any, of the reserve for Punchlist Items. As used herein, the "Budget Amount" shall mean the amount set forth on Exhibit "B" as the amount budgeted for the completion of LESSOR'S WORK and the amount budgeted for each individual component of LESSOR'S Work; provided, however, in the event LESSEE requests any changes to the scope of LESSOR'S Work set forth on Exhibit "B", LESSOR and LESSEE shall mutually agree to a revised budgeted amount (the "New Budget Amount") based upon the additions or deletions, as applicable, requested by LESSEE to the scope of LESSOR'S Work. LESSEE shall reimburse LESSOR for the amount of One Million Seven the New Budget Amount which exceeds Five Hundred Seven Twenty-Five Thousand Three Hundred Forty-Four and No/100 Dollars ($1,707,344.00) (525,000). Following the “Expansion Improvement Allowance”) completion of LESSOR'S WORK, LESSOR shall provide to LESSEE copies of all invoices for costs relating to LESSOR'S Work evidencing the design and construction total cost of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion ImprovementsLESSOR'S Work. In addition to the Improvement Allowance, Landlord shall provide Tenant LESSOR acknowledges that LESSEE is negotiating with an additional allowance in an amount not to exceed Twentycertain governmental and quasi-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) governmental authorities for certain incentives (the “Lobby Allowance”"Incentives") payable by Landlord for relocating LESSEE'S distribution business to Tenant upon Tenant’s written requestthe City of Franklin, which Lobby Allowance shall Xxxxxxx County, Kentucky. A portion of the Incentives may be used only paid in the form of a reimbursement for certain of the soft and hard costs incurred by Tenant LESSOR in completing certain portions of LESSOR'S Work. LESSOR acknowledges and agrees that all such Incentives shall belong to modify/remodel the Building’s lobby pursuant to LESSEE and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion event any of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery DateIncentives are paid to LESSOR, such Incentives shall remain the property of Landlord and Tenant immediately be paid by LESSOR to LESSEE. The Incentives shall have no further right thereto. In be in addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord LESSOR to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to LESSEE hereunder and in accordance with no event shall the Construction Drawings, approved by Landlord in accordance with Incentives reduce the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred payable by LESSOR to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant LESSEE. If LESSOR fails to pay the Improvement Allowance or any portion of the “Over-Allowance Amount,” Incentives paid to LESSOR as set forth above, then the unpaid portion thereof shall accrue interest at the Default Rate (as defined below) until paid and, in addition to all other remedies available to LESSEE hereunder as the result of a default by LESSOR, at LESSEE's option, LESSEE may offset the unpaid portion thereof, and required in Section 4.2.1 of this Work Letterall interest accrued thereon, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for against the cost of any Improvements that exceeds the Improvement Allowance applicable theretorent payable hereunder. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work LetterAs used herein, the Improvements "Default Rate" shall be deemed Landlord’s property under mean the terms rate of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements interest equal to the Premises and Building listed in Schedule X will be included in lesser of (i) the Final Plans and Final Working Drawingsmaximum rate permitted by law or (ii) fifteen percent (15%) per anum.

Improvement Allowance. To help pay for the costs which are incurred by Tenant in designing, engineering and constructing any improvements which Tenant desires to make to the Premises including any work to be performed by Landlord for Tenant at Tenant’s expense pursuant to Section 3 above (the “First Amendment Improvements”) or for costs incurred by Tenant for cabling and relocation of Tenant’s furniture, fixtures and equipment during remodeling, Landlord shall make available to Tenant an allowance of Fourteen and 35/100 Dollars ($14.35) per square foot of the actual rentable area of the Remaining Premises (which shall be entitled to an improvement allowance determined after the demising wall has been constructed by Landlord in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00accordance with Section 3 above) (the “Expansion Improvement First Amendment Allowance”) ). Landlord shall pay the First Amendment Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, Approved CyberOptics Legal DH with supporting invoices for actual costs relating to the design incurred and construction of the improvements to the Premises (the “Expansion Improvements”) (whichlien waivers from all contractors and subcontractors; it being agreed, the parties acknowledge however, that Landlord shall not include Tenant’s furniture and personal property), including without limitation, such be required to disburse any portion of the Premises outside First Amendment Allowance if Tenant is then in default of its obligations under the Expansion PremisesLease. If the actual cost of the First Amendment Improvements exceeds the amount of the First Amendment Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. Notwithstanding the foregoing, Tenant may elect shall have the right to improve. The Expansion Improvement Allowance may also be used apply up to, but not more than (i) an amount equal to make improvements to Four and 35/100 Dollars ($4.35) times the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated actual number of rentable square feet in the Amendment, subject to any approval Remaining Premises of the First Amendment Allowance as a credit against the installments of Monthly Base Rent which are due and payable on or other standards set forth in after the Amendmentdate on which this First Amendment has been fully executed and delivered, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in (ii) an amount not equal to exceed Twenty-Four Thousand Six Hundred Five and 00/100 Dollars ($24,600.005.00) (times the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for actual number of rentable square feet in the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion Remaining Premises of the Lobby First Amendment Allowance that Tenant has not timely as a credit against the installments of Monthly Base Rent which are due and properly requested that payable on or after July 1, 2011, in either case, by giving written notice to Landlord disburse as of the first anniversary amounts to be credited and against which installments of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Monthly Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “ImprovementsRent.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Provided there exists no material default ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with beyond any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property grace period) under the terms of the Lease, as amendedLandlord shall pay to Tenant the Twenty-second Floor Expansion Space Improvement Allowance in monthly intervals. Any unused draw requests shall be submitted to Landlord no later than the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to Tenant or other designated third party until the twenty-sixth (26th) day of the following month. In the event that Tenant’s expenditures for improvements for the Twenty-second Floor Expansion Space are less than the Twenty-second Floor Expansion Space Improvement Allowance that the remaining balance (after reimbursing Tenant has not timely and properly requested that Landlord disburse as for such expenditures) of the first anniversary of Twenty-second Floor Expansion Space Improvement Allowance shall be credited against Annual Rent next coming due under the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsLease.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Provided there exists no material default ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with beyond any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property grace period) under the terms of the Lease, as amendedLandlord shall pay to Tenant the Twenty-first Floor Expansion Space Improvement Allowance in monthly intervals. Any unused draw requests shall be submitted to Landlord no later than the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to Tenant or other designated third party until the twenty-sixth (26th) day of the following month. In the event that Tenant’s expenditures for improvements for the Twenty-first Floor Expansion Space are less than the Twenty-first Floor Expansion Space Improvement Allowance that the remaining balance (after reimbursing Tenant has not timely and properly requested that Landlord disburse as for such expenditures) of the Twenty-first anniversary of Floor Expansion Space Improvement Allowance shall be credited against Annual Rent next coming due under the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsLease.

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. “Improvement Allowance” means an amount equal to the product of $100.00 multiplied by the total rentable square footage of the Premises, which product equals $4,405,700.00. The Improvement Allowance shall be applied solely towards payment of the Improvement Costs, but specifically excluding costs for Tenant’s Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the structure of the Building. Notwithstanding the foregoing, if, after payment in full of the Improvement Costs, there are unused Improvement Allowance dollars and no Event of Default, then by written notice to Landlord received no later than the 12-month anniversary of the Commencement Date, Tenant may apply up to $440,570.00 of the Improvement Allowance towards the actual and reasonable, out-of-pocket, documented costs incurred by Tenant for moving to the Premises, furniture fixtures and equipment, and voice and data cabling expenses (“Reimbursable Costs”). Subject to the preceding sentence, Landlord shall reimburse Tenant up to the total Reimbursable Costs within 60 days after Landlord’s receipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, evidence of payment in full by Tenant, and unconditional lien waivers (on Landlord’s form therefor). Any portion of the Reimbursable Costs for which Tenant has not submitted an invoice for reimbursement on or before the 12-month anniversary of the Commencement Date shall be deemed waived by Tenant and will not be paid to Tenant or credited against Rent. Tenant shall be entitled xxxx and tag all cabling installed by it or on its behalf by no later than Substantial Completion, and notwithstanding anything to an improvement allowance the contrary in this Lease, shall surrender such cabling with the amount of One Million Seven Hundred Seven Thousand Three Hundred FortyPremises by no later than the Surrender Date. “Improvement Costs” means the sum of: (i) the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee (as defined in Section 10(b) below). “Planning Costs” means all actual, reasonable, documented, third-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for party costs relating incurred by Tenant and directly related to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (Leasehold Improvements including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in professional fees of any engineers, consultants, architects, and/or space planners and other professionals preparing and/or reviewing the AmendmentCD’s. If, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first 12-month anniversary of the Delivery Commencement Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letterremains unused, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Leasereduced by such unused amount, as amended. Any unused and Landlord shall retain such undisbursed portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, which shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, be deemed waived by Tenant and Landlord contemplate that the Improvements shall not be paid to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsTenant, credited against Rent, or applied to Tenant’s moving costs or prior lease obligations.

Improvement Allowance. Landlord hereby grants Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four $5.00 per rentable square foot of the Premises (i.e., $1,707,344.00148,070.00) (the “Expansion Improvement Allowance”) for costs relating to be used by Tenant in connection with the design and construction of the alterations and refurbishment of improvements to the Premises (the “Expansion Improvements”) (which, in the parties acknowledge Premises. The Improvement Allowance shall not include Tenant’s be used by Tenant for any moving or relocation expenses, furniture and or fixtures, or personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements Any Improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred made by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion Section IX C of the Lobby Office Lease, and shall be subject to the terms of Section VIII of the Office Lease. Landlord shall disburse the Improvement Allowance to Tenant following the completion of the Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, which include the requirement that Tenant provide invoices and other evidence of the costs incurred, and applicable lien waivers and releases. Notwithstanding the foregoing, (i) Landlord shall have no obligation to pay the Improvement Allowance to Tenant until after January 1, 2011, and (ii) any amount of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Datebeen allocated or disbursed on or before December 31, 2011, shall remain the property of revert to Landlord and Tenant shall have no further right rights thereto. In addition Landlord shall not charge a supervisory or construction management fee relating to the Sublease Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers which Landlord determines reasonably necessary to facilitate its review and approval of the Lobby AllowanceImprovements. Except as expressly provided above, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant provide or pay for any improvement work or services related to this Work Letter in the event that Tenant fails to pay any portion improvement of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsPremises.

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. The Improvement Allowance shall be entitled to an improvement allowance in applied solely towards payment of the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) Costs, and, except as set forth below, specifically excluding costs for costs relating Tenant’s Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the design and construction structure of the improvements Building; provided, however, the Base Building Allowance shall be applied solely to Improvement Costs related to the Premises Base Building Improvements (and not to any costs related to the “Expansion Leasehold Improvements”) (which). If, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion as of the Premises outside 6-month anniversary of the Expansion PremisesCommencement Date, then except as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendmentfollowing sentence, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letterremains unused, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Leasereduced by such unused amount, as amended. Any unused and Landlord shall retain such undisbursed portion of the Improvement Allowance that which shall be deemed waived by Tenant and shall not be paid to Tenant, credited against Rent, or applied to Tenant’s moving costs or prior lease obligations. Notwithstanding the foregoing, if, after payment in full of the Leasehold Improvements and no outstanding monetary Event of Default, there are unused Improvement Allowance dollars, then by written notice to Landlord received no later than the 6-month anniversary of the Commencement Date, Tenant may apply up to $243,191.00 of the Improvement Allowance towards the actual and reasonable, out-of-pocket, documented costs incurred by Tenant for moving to the Premises, and signage and voice and data cabling expenses (“Reimbursable Costs”) provided, and notwithstanding anything to the contrary in the Lease, Tenant may not remove from the Premises any of the items purchased with such funds, and all of Tenant’s right, title, and interest in and to such items purchased shall automatically be conveyed to Landlord on the Surrender Date. Subject to the preceding sentence, Landlord shall reimburse Tenant up to the total Reimbursable Costs within 30 days after Landlord’s receipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, evidence of payment in full by Tenant, and unconditional lien waivers (on Landlord’s form therefor). Any portion of the Reimbursable Costs for which Tenant has not timely and properly requested that Landlord disburse as of submitted an invoice for reimbursement on or before the first 6-month anniversary of the Delivery DateCommencement Date shall be deemed waived by Tenant and will not be paid to Tenant or credited against Rent. Tenant shall xxxx and tag all cabling installed by it or on its behalf by no later than Substantial Completion, and notwithstanding anything to the contrary in the Lease, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to surrender such cabling with the Premises and Building listed in Schedule X will be included in by no later than the Final Plans and Final Working DrawingsSurrender Date.

Improvement Allowance. Prior to commencement of its regular business operations, Tenant shall be entitled have the right to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design make interior and construction of the exterior improvements and alterations to the Premises (of a nature and design necessary for the “Expansion Improvements”) (whichimprovement of the Premises, the parties acknowledge shall not include excluding Tenant’s trade fixtures, equipment, furniture and personal property, but including all wiring cabling, telecommunications equipment and back-up generator (the “Tenant’s Work”), including without limitation, such portion . Tenant shall not remove the Tenant’s Work at the expiration of the Premises outside Lease. Prior to commencing such Tenant’s Work, Tenant shall submit plans and specifications therefor in reasonable detail to Landlord for its approval, which approval shall not be unreasonably withheld, condition or delayed. In the Expansion Premisesevent Landlord fails to approve or deny its approval within ten (10) business days after submission by Tenant to Landlord, as Tenant may elect shall have the right to improvethereafter deliver notice to Landlord advising Landlord of its failure to approve or deny the plans and specifications, which notice shall expressly state “IN THE EVENT LANDLORD FAILS TO APPROVE OR DENY ITS APPROVAL TO THE REQUESTED ALTERATIONS WITHIN FIVE (5) BUSINESS DAYS FROM THE DATE OF THIS NOTICE, LANDLORD’S CONSENT SHALL BE DEEMED GRANTED”. The Expansion Improvement Allowance may also be used to make improvements to In the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated event that in the Amendmentevent Landlord fails to approve or deny its approval within five days from the date of such notice, subject to any Landlord’s approval or other standards set forth in the Amendment, and such improvements shall be subject to deemed granted. Tenant shall obtain all of necessary governmental consents and permits for the Tenant’s Work. All materials shall be new and both workmanship and materials shall be in good condition and in compliance with applicable laws. Tenant shall comply with the requirements contained of Section 12 in this Work Letter applicable to performing the Expansion ImprovementsTenant’s Work. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional improvement allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Tenant Allowance”) payable in the amount of up to $7,000,000.00 for the performance the Tenant’s Work. The Tenant Allowance shall be paid by Landlord to Tenant upon within thirty (30) days following the date that (a) Tenant obtains a certificate of occupancy for Tenant’s written requestWork and (b) Tenant delivers to Landlord of (i) a statement certified by the chief financial officer of Tenant showing in reasonable detail the actual amount spent for the performance of Tenant’s Work; (ii) a description of the work performed; (iii) and a lien waiver from Tenant’s general contractor and all subcontractors having a contract in excess of $100,000.00 (the “Reimbursement Documentation”). If Tenant fails to utilize the entire Tenant Allowance of $7,000,000.00 as of the date that is the earlier (a) sixty (60) days after a final or temporary certificate of occupancy is issued for all of Tenant’s Work or (b) the date Tenant delivers to Landlord the Reimbursement Documentation, which Lobby Allowance then the Base Rent shall be used only adjusted as set forth in the Rent Rider, but Tenant shall be deemed to have waived any right to utilize the balance of said sum. Tenant shall reimburse Landlord for the soft and hard costs all reasonable out-of-pocket expenses incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance connection with the terms and conditions of this Work Letter. Any unused portion its review of the Lobby Allowance that detailed plans and specifications. Tenant has not timely shall also provide to Landlord for its approval the identity of the contractor and properly requested architect Tenant proposes to employ to construct the Tenant’s Work. Tenant agrees that Landlord disburse as of or its affiliates shall have the first anniversary of right to bid upon the Delivery DateTenant’s Work, shall remain the property of Landlord and provided that Tenant shall have no further right theretoobligation to award such bid to Landlord. In If Landlord fails to reimburse Tenant under this Section 38 within 30 days after the date on which a certificate of occupancy is issued for Tenant’s Work and Landlord’s receipt Tenant’s documentation as provided in this Section 38, such unpaid amount shall accrue interest at the Default Interest Rate, and in addition to the Improvement Allowance and the Lobby Allowanceall other remedies which Tenant may have either under this Lease or as permitted at law or in equity, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further the right thereto. In addition to the Improvement Allowance, the Lobby Allowance, offset any such unpaid amount and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementsaccrued interest against rent hereunder.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Landlord will make available to Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Tenant Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars the product of the rentable square feet for the Fourth Floor Premises multiplied by $60.00 per square foot (i.e., for a total allowance of up to $24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request1,508,460.00), which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant (subject to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion set forth herein) be expendable for the costs of the Lobby Allowance that Tenant has not timely construction of Tenant’s initial work and properly requested that Landlord disburse as alterations to prepare the Fourth Floor Premises for the operation of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) its business therein (the “Security AllowanceInitial Work”) payable ), including any amount paid to a project coordinator, construction consultant or similar consultant engaged by Landlord to Xxxxxx. The Tenant upon Tenant’s written requestImprovement Allowance may not be used for moving expenses, which Security Allowance office equipment or furniture. The Initial Work shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and performed in accordance with the Construction Drawings, approved by Landlord in accordance with the terms Articles 3 and conditions of this Work Letter. Any unused portion 53 of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery DateOriginal Lease, shall remain the property of Landlord and Tenant shall have no further including without limitation, Landlord’s right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon review Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft Plans and hard costs incurred by Tenant (Specifications prepared in connection with the construction Initial Work, and Xxxxxx’s obligation to reimburse Landlord upon demand for Landlord’s reasonable, actual, third-party out-of-pocket costs incurred in connection with Landlord’s review of Tenant’s Plans and Specifications for the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right theretoInitial Work. The Expansion Tenant Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred paid to hereinthe Tenant, each individually not more frequently than once a month, within thirty (30) days after delivery to Landlord by Tenant of a requisition from Tenant, together with appropriate invoices evidencing such work and collectively as lien waivers from any contractors or subcontractors who perform work in connection with the context requires, as requested disbursement of the “Tenant Improvement Allowance,” and the improvements . Ten percent (10%) of each requisition shall be retained by Landlord until Tenant delivers, or causes to be constructed with all delivered to Landlord, a certificate of occupancy or a portion certificate of completion if required in connection with the Initial Work with respect to the Fourth Floor Premises together with final lien waivers from the general contractor. Such retained amount shall be released within thirty (30) days of delivery of the Improvement Allowance are collectively referred to herein as the “Improvementsnecessary certificates and final lien waiver.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Provided Tenant is not in default of the Lease, Landlord agrees to provide to Tenant an allowance (the "Improvement Allowance") in an amount up to Six Hundred Fifty-Five Thousand Seven Hundred Sixty-Nine and 84/100 Dollars ($655,796.84) (or Eight and 66/100 Dollars ($8.66) per rentable square foot of the Premises) to be applied solely to the Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall be entitled submit to an improvement allowance in the amount Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) or for costs relating reimbursement to the design and construction Tenant for Construction Costs incurred by Tenant out of the improvements Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to the Premises (the “Expansion Improvements”) (whichLandlord an approved draw request, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, prepared as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowanceabove, Landlord shall provide Tenant with an additional allowance pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars in excess of ninety percent ($24,600.0090%) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and until satisfaction of the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 following conditions: ($9,500.00A) (the “Security Allowance”) payable receipt by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Tenant Improvements; and (B) Tenant's delivery to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements Landlord of any applicable handicapped access laws pursuant all receipts, invoices or other documentation necessary to and in accordance with the Construction Drawings, approved substantiate all costs payable by Landlord in accordance with the terms and conditions of this Work Letterhereunder. Any unused portion of the Suite 300 ADA Allowance that If Tenant has does not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with expend all or a portion of the Improvement Allowance are collectively referred to herein for Construction Costs as permitted hereunder on or before the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in date which is twelve (12) months after the event that Tenant fails to pay Commencement Date, any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, so used shall remain the property of Landlord and Tenant shall have no further right theretobe retained by Landlord. Without limiting Notwithstanding the foregoing, Tenant and Landlord contemplate that may elect to use all or any portion of the Improvements unused Improvement Allowance to defray Annual Base Rent payable by Tenant pursuant to the Premises and Building listed in Schedule X will be included in Lease, provided that Tenant gives written notice to Landlord of Tenant's election to utilize such credit at least sixty (60) days prior to the Final Plans and Final Working Drawingsdue date of any installment of Annual Base Rent for which Tenant elects to use such credit.

Improvement Allowance. Tenant Landlord shall be entitled responsible for (i) bearing all costs and expenses of completing the Landlord’s Work up to an improvement allowance a maximum amount equal to $30.00 per Rentable Square Foot of space in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of less any areas within the Premises outside the Expansion Premises, as Tenant may elect which are to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable improved by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 part of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the ImprovementsBuilding, such as the elevator lobby areas, restrooms, telephone and electrical rooms, janitorial closets, stairwells, and elevators), plus (ii) up to ensure that a maximum amount of $1.00 per Rentable Square Foot of space in the Base Building serving Suite 300 is fully compliant with Premises (less any applicable requirements areas within the Premises which are to be improved by Landlord as part of any applicable handicapped access laws the construction of the Building, such as the elevator lobby areas, restrooms, telephone and electrical rooms, janitorial closets, stairwells, and elevators) as a cabling allowance toward the cost of installing cabling for Tenant’s communication and computer needs. The amount to be paid by Landlord pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively preceding sentence is referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Allowance”. All costs and expenses of Landlord’s Work Letter and Tenant’s cabling in the event that Tenant fails to pay any portion excess of the “Over-Allowance Amount,” as defined shall be Tenant’s sole responsibility and required expense and shall be payable in Section 4.2.1 accordance with the provisions of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable theretoParagraph 5. Notwithstanding the foregoing or any contrary provision foregoing, Landlord and Tenant acknowledge that during the course of their lease negotiations, they originally discussed locating the Premises on the seventh and part of the Lease, as amended, except as otherwise provided in Section 3.2 sixth floors of the Building. In recognition of this Work Letterfact, Landlord agrees to bear any additional costs or expenses of building out the Premises in excess of the cost that would have been incurred if the Premises had been on the seventh and part of the sixth floor as originally discussed, and such amount will not be deducted from the Allowance. Furthermore, if the pending transaction for the upper floors of the Building terminates or is abandoned prior to the commencement of Landlord’s Work, the Improvements shall be deemed Landlord’s property under Premises will revert back to the terms of the Lease, seventh and sixth floors as amended. Any unused portion of the Improvement Allowance that Tenant has not timely originall y discussed and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements execute an appropriate amendment to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsthis Lease reflecting such change.

Improvement Allowance. Provided Tenant shall be entitled is not in default of the Lease, Landlord agrees to provide to Tenant an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating in an amount up to Sixty-Three Thousand Four Hundred Fifty-Six Dollars ($63,456.00) to be applied solely to the design Construction Costs (hereinafter defined) and construction the cost of relocating the Relocated Liebert Units to the Premises. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the improvements Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to the Premises (the “Expansion Improvements”) (whichLandlord an approved draw request, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, prepared as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowanceabove, Landlord shall provide Tenant with an additional allowance pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars in excess of eighty percent ($24,600.0080%) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises; (B) Tenant’s execution and delivery to Landlord of the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not Declaration attached to exceed Nine Thousand Five Hundred and 00/100 the Lease as Exhibit C; ($9,500.00C) (the “Security Allowance”) payable receipt by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements Landlord of any applicable handicapped access laws pursuant all receipts, invoices or other documentation necessary to and in accordance with the Construction Drawings, approved substantiate all costs payable by Landlord in accordance with the terms and conditions of this Work Letterhereunder. Any unused portion of the Suite 300 ADA Allowance that If Tenant has does not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with expend all or a portion of the Improvement Allowance are collectively referred to herein for Construction Costs as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion permitted hereunder within six (6) months of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work LetterEffective Date, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, so used shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsretained by Landlord.

Improvement Allowance. Provided Tenant shall be entitled is not in default of the Lease, Landlord agrees to provide to Tenant an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating in an amount up to Two Hundred Ninety-Five Thousand One Hundred Ten Dollars ($295,110.00) (or Thirty Dollars ($30.00) per rentable square foot of the Premises) to be applied solely to the design and construction of the improvements to the Premises Construction Costs (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal propertyhereinafter defined), including without limitation, such portion of except as otherwise expressly permitted herein. Notwithstanding the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building foregoing (including, without limitation, as described hereinbelow in this Section 2a) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide in whole or in part, may be used by the Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars pay for ($24,600.00i) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written requestlease termination costs under its current lease, which Lobby Allowance shall be used only for the soft and hard (ii) costs incurred by Tenant in connection with relocating Tenant’s equipment, furniture and personal property to modify/remodel the Building’s lobby pursuant to Premises, and (b) in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion no event shall Tenant expend more than Ninety-Eight Thousand Three Hundred Seventy Dollars ($98,370.00) (or Ten Dollars ($10.00) per rentable square foot of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as Premises) of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance on costs associated with the purchase and installation of Tenant’s furniture, data and voice wiring, telecom systems and logo signage. Construction Costs shall be disbursed by Landlord from the Lobby Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall provide Tenant with an additional allowance pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount not in excess of eighty percent (80%) of the Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises; (B) Tenant’s execution and delivery to exceed Nine Thousand Five Hundred and 00/100 Landlord of the Declaration attached to the Lease as Exhibit B; ($9,500.00C) (the “Security Allowance”) payable receipt by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements Landlord of any applicable handicapped access laws pursuant all receipts, invoices or other documentation reasonably necessary to and in accordance with the Construction Drawings, approved substantiate all costs payable by Landlord in accordance with the terms and conditions of this Work Letterhereunder. Any unused portion of the Suite 300 ADA Allowance that If Tenant has does not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with expend all or a portion of the Improvement Allowance are collectively referred to herein for Construction Costs as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion permitted hereunder within twelve (12) months of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision execution of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, so used shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsretained by Landlord.

Improvement Allowance. Landlord shall make available to Tenant a tenant improvement allowance of up to $88,015 (the “Allowance”). Tenant may use all or any portion of such amount for Improvements (as hereinafter defined) at either the Building or the Other Building. As used herein, “Improvements” mean (i) construction of improvements at the Building (or, if applicable, the Other Building) desired by and to be performed by Tenant (subject to Landlord’s supervision) and which improvements shall be of a fixed and permanent nature, and/or (ii) cosmetic improvements at the Building (or, if applicable, the Other Building) such as carpeting and painting. Tenant acknowledges and agrees that (i) Landlord’s prior written consent shall be required with respect to the Improvements and that it shall be reasonable for Landlord to withhold its consent to any improvements which Landlord considers not to be substantially reusable after the expiration of the Term of the Lease, and (ii) upon the expiration of the Term of the Lease, the Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Allowance, Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) solely responsible for costs relating to the design and construction all of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion costs of the Premises outside the Expansion Premises, as Tenant may elect to improveImprovements. The Expansion Improvement Allowance may also Improvements shall be used treated as Alterations and shall be undertaken pursuant to make improvements Section 12 of the Lease. Landlord shall have the right to review and approve all contracts entered into by Tenant in connection with the Common Area and Building (Improvements including, without limitation, as described hereinbelow the provisions in this Section 2) such contracts dealing with insurance, indemnity and lien waivers. Landlord shall not unreasonably delay its review and approval of such contracts. Landlord shall fund the Allowance upon completion of the Improvements and upon presentation to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, Landlord of a draw request containing unconditional lien waivers and such improvements shall be subject to all other documents as are customary required by Landlord or its affiliates for construction projects. Promptly following completion of the requirements contained in this Work Letter applicable Improvements and prior to funding by Landlord, Tenant shall provide to Landlord: (i) sworn statements setting forth the Expansion names of all contractors and subcontractors who did the work on the Improvements; and (ii) “as built” plans for the Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that not used by Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Dateby December 31, 2009, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementsforfeited.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant (a) Sublandlord shall be entitled reimburse Subtenant for up to an improvement allowance in $1,079,850.00 (being $50.00 per square foot of rentable area of the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00Premises) (the “Expansion Improvement Allowance”) of the Cost of Subtenant’s Work (as hereinafter defined). Subtenant shall pay the amount by which the Cost of Subtenant’s Work exceeds the Improvement Allowance. The Improvement Allowance shall be paid out to Subtenant based upon ninety percent (90%) of the value of the work for costs relating which payment is requested (i.e., the value of such work prior to application of any retainage provided for in Subtenant's contract with Subtenant's Contractor) to reimburse Subtenant for the Cost of Subtenant’s Work. Prior to the design and construction payment of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such any portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord Subtenant shall provide Tenant with an additional allowance in an amount not deliver, or shall cause to exceed Twenty-Four Thousand Six Hundred be delivered to Sublandlord evidence that the work for which reimbursement is then being requested has been performed and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable paid for by Landlord to Tenant upon Tenant’s written requestSubtenant, which Lobby evidence shall include executed lien waivers, architect’s certificates, contractor’s statements, and owner’s statements covering the work for which reimbursement is requested from time to time. Sublandlord covenants that it will make disbursements of the Improvement Allowance within thirty (30) days after receiving the foregoing required documentation. At Subtenant's election, payments out of the Improvement Allowance shall be used only made by Sublandlord directly to Subtenant's Contractor, in which event any lien waivers delivered to Sublandlord in connection with a request for the soft and hard costs incurred by Tenant disbursement may be conditioned upon payment. Funds paid to modify/remodel the Building’s lobby pursuant Subtenant from Sublandlord shall be deemed to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 be paid out of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and until the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an full amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant Improvement Allowance has been disbursed. In no event shall Sublandlord be required to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion make more than one disbursement of the Security Improvement Allowance that Tenant during any single calendar month. Upon Subtenant’s completion of Subtenant’s Work and delivery to Sublandlord of final lien waivers and other evidence reasonably required by Sublandlord to confirm Subtenant’s Work has not timely been completed and properly requested that Landlord fully paid for, Sublandlord shall, promptly after written request from Subtenant, disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with Subtenant any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein which Subtenant has satisfied the requirements for disbursement but which was withheld by Sublandlord as the “Improvements.” In no event ten percent (10%) retainage. The Improvement Allowance shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails available to pay any portion for the cost of Subtenant’s Work and for so-called "soft costs", which include space planning, architectural and engineering fees, legal fees, construction management fees, moving costs, telephone and computer cabling and for furniture fixtures and office equipment and stationery. If Subtenant does not use the “Over-entire Improvement Allowance Amount,” as defined and required provided for in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of Subtenant may convert any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused remaining portion of the Improvement Allowance that Tenant has (the "Excess") to abatement of Base Rent, commencing with the Base Rent payment due October 1, 2016 until such Excess is exhausted, but not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Datelater than October 1, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings2018.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Provided there exists no material default ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with beyond any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property grace period) under the terms of the Lease, as amendedLandlord shall pay to Tenant the Eighth Floor Part A Improvement Allowance in monthly intervals. Any unused draw requests shall be submitted to Landlord no later than the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to Tenant, or other designated third party until the twenty-sixth (26th) day of the following month. In the event that Tenant’s expenditures for improvements to Eighth Floor Part A are less than the Eighth Floor Part A Improvement Allowance, the remaining balance (after reimbursing Tenant for such expenditures) of the Eighth Floor Part A Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of shall be credited against Annual Rent next coming due under the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsLease.

Improvement Allowance. Tenant shall be entitled to an a one-time tenant improvement allowance (the “Improvement Allowance”) in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) 25.00 per square foot of the Premises for the costs relating to the initial design and construction of Tenant’s improvements that are permanently affixed to the Premises (the “Expansion Improvement Improvements”). In addition, Landlord will provide Tenant with up to One and 50/100 Dollars ($1.50) per square foot of the Premises for space planning, design and engineering fees (“Soft Cost Allowance”) and a lump sum of $10,809.56 for lighting upgrades (“Lighting Allowance”). For the purposes of this Work Letter, the Soft Cost Allowance and the Lighting Allowance shall be deemed to be included in the definition of “Improvement Allowance.” Other than Landlord’s obligation to disburse the Improvement Allowance pursuant to this Tenant Work Letter, Tenant shall be responsible for all costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to Improvements and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that which exceeds the Improvement Allowance applicable theretoAllowance. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of All Improvements constructed pursuant to this Work Letter, the Improvements Letter shall be deemed Landlord’s property under the terms of Section 8.5 of the Lease, as amended. Any Tenant shall not be entitled to any credit for any unused portion of the Improvement Allowance Allowance, except that Tenant has not timely may apply any unused Improvement Allowance to (i) cover its costs of moving into the Premises, costs of furniture, fixtures and properly requested equipment to be used in the Premises or (ii) (provided that Landlord disburse as Tenant first satisfies all obligations under this Lease for the first twelve (12) months of the first anniversary Lease Term) as a credit against Tenant’s Base Rent for the thirteenth (13th) and/or fourteenth (14th) full month(s) of the Delivery DateLease Term. The foregoing credit will be paid to Tenant (or credited against Base Rent) after written notice from Tenant after the substantial completion of the Improvements; provided that Tenant must make a written request for such amounts on or before December 31, shall remain 2008 or it will forfeit the property of Landlord and Tenant shall have no further right theretoto such credit. Without limiting Notwithstanding the foregoing, Tenant and Landlord contemplate that will complete Improvements in the Improvements Premises in substantial accordance with the preliminary plan previously provided to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsArchitect by Tenant.

Improvement Allowance. Landlord agrees that it shall pay to Tenant, for each of the four Phases and the Expansion Premises, if any, the Improvement Allowance, subject to the terms of this Section 17.2.2. As of the Effective Date, Landlord shall make available to Tenant up to Five and 00/100 Dollars ($5.00) of the Improvement Allowance for each Phase, which may be used towards Tenant’s architectural, engineering and legal costs, which amount shall be entitled paid to an improvement allowance in the amount Tenant within thirty (30) days of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction Landlord’s receipt of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture written request therefor, as evidenced by bills and personal property), including without limitation, such portion of the Premises outside invoices in detail reasonably satisfactory to Landlord. The remaining Improvement Allowance for each Phase and the Expansion Premises, as applicable, shall be available to Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements commencing sixty (60) days prior to the Common Area and Building (including, without limitationdate Landlord delivers each Phase of the Premises to Tenant or the Expansion Premises, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendmentapplicable, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowancemonthly thereafter, Landlord shall provide make progress payments to Tenant with an additional allowance in an amount not equal to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Buildingin performing Tenant’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved Improvements (less any sums previously provided by Landlord in accordance with the terms as set forth above) from time to time, which shall include both hard construction costs and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has soft construction costs (including, but not timely limited to, furniture, fixtures, equipment, moving costs, cabling, telecommunications equipment, phones, and properly requested that Landlord disburse consultant fees), as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable certified by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowancearchitect, and upon written request by Tenant, as evidenced by bills and invoices in detail reasonably satisfactory to Landlord, provided that any such progress payments shall not include the Security Allowance, Landlord shall provide Tenant with an additional allowance in an ten percent (10%) retention amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon be withheld from Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowancegeneral contractor or its subcontractors, and further, that at the Suite 300 ADA Allowance shall be referred to herein, each individually time of such request and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.scheduled payment:

Improvement Allowance. Landlord agrees to credit Tenant with an allowance not to exceed Twenty-Five Dollars ($25.00) per rentable square foot which is equal to a total of Eight Hundred Thirty-Four Thousand, Seventy-five and 00/100 Dollars ($834,075) which shall be applicable to the cost of all Tenant Improvements ("Improvement Allowance"). Except as specifically provided below with regard to Landlord's agreement to fund certain "Excess Costs" subject to Tenant's obligation to make certain monthly payments in respect thereof, Landlord's total financial obligation with respect to the purchase, construction, and installation of the Tenant Improvements or any other improvements to the Premises shall be limited solely to the Improvement Allowance (and any financial obligations which flow from any breach of Landlord's obligation to perform punch list work hereunder), and except as specifically set forth in this Lease, Tenant shall be entitled to an improvement allowance solely responsible for any and all such costs in excess of the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) . Landlord agrees that Tenant may allocate up to $5,000 of the Improvement Allowance to pay for demolition of certain asphalt areas of the parking lot adjacent to the Premises and the installation of landscaping therein, as approved by Landlord in its reasonable discretion, which for purposes of this provision shall be deemed to constitute Tenant Improvements under the Lease. For purposes of this Exhibit B, the cost of all Tenant Improvements shall mean any and all costs relating to associated with the design and construction of the improvements to the Premises Tenant Improvements (the “Expansion exclusive of Base Building Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal propertyas hereafter provided), including without the cost of all labor, services and materials necessary to design, permit, inspect and construct the Premises. Without limitation, such portion the foregoing shall include all architectural and engineering fees and costs, utility fees, tap fees, systems development charges, fixture fees, fees and costs for preparation of mechanical, electrical and plumbing (MEP) drawings, inspection fees, construction management fees provided for herein, and contractor profits, whether any of the Premises outside the Expansion Premisesforegoing were furnished to, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (includingor by, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the AmendmentLandlord, and such improvements shall be subject to all whether any of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable foregoing were paid by Landlord prior to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for or after Lease execution or prior to or after the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 commencement of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant (a) (i) Provided no Event of Default has occurred and is continuing under the Lease or the Two Freedom Lease (or if an Event of Default then exists, the right to the Improvement Allowance shall toll until such Event of Default has been cured in full prior to the Allowance Deadline defined below, and if not so cured prior to the Allowance Deadline, such right shall be entitled deemed to have been waived and forfeited), Landlord shall grant Tenant an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating in an amount equal to $155.00 multiplied by the design and construction number of square feet of rentable area in the improvements Premises, which is equivalent to Seven Million Two Hundred Thirty Thousand One Hundred Thirty Dollars ($7,230,130.00) based on 46,646 rentable square feet contained in the Premises (initial Premises, to be applied toward the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property)Leasehold Costs, including without limitation, such portion of the following costs incurred with respect to the Premises outside the Expansion Premisesin Tenant’s sole and absolute discretion: architectural design fees, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area engineering services, construction costs, including general contractor’s general conditions, overhead and Building (includingprofit, without limitationcabling, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendmentdata and telephone installation and related construction management fees, subject to any approval or other standards set forth in the Amendmentacquisition, relocation and installation of furniture, fixtures and equipment, acquisition and installation of supplemental HVAC, acquisition and installation of security systems, audio/visual equipment, and such improvements shall be subject to all other specialty improvements, project management expenses, moving expenses, design, fabrication and installation of the requirements contained in this Work Letter applicable to the Expansion ImprovementsTenant’s Top of Building Sign, Landlord’s Construction Management Fee, and design, permitting and construction of an internal stair. In addition to the Improvement Allowanceforegoing, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with if any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred remains after application to herein as the foregoing, at Tenant’s election by written notice thereof received by Landlord not later than the Lease Commencement Date (the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay Additional Abatement Notice”), any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that shall be applied as a credit against the base rent next coming due under the Lease following any Abatement to which Tenant has not timely is entitled pursuant to Article III of the Lease. Notwithstanding anything to the contrary contained in this Exhibit B, if and properly requested to the extent that Landlord disburse pays to Tenant any amounts pursuant to that certain indemnification letter dated as of July 1, 2020 between Landlord and Tenant (the first anniversary “Indemnity Payment”), the amount of such Indemnity Payment automatically shall be deducted from the amount of the Delivery DateImprovement Allowance available to Tenant pursuant to this Exhibit B, Any portion of the Improvement Allowance that remains unreserved and unapplied by the date that is twenty-four (24) months after the Lease Commencement Date (the “Allowance Deadline”) shall remain be deemed waived and forfeited. For purposes of this Section 6(a), Improvement Allowance funds shall be deemed reserved only to the property of extent that the Leasehold Work for which the Improvement Allowance funds will be applied has been completed and a disbursement requisition for such funds has been submitted to Landlord or with respect to which Tenant shall have provided Landlord with the Additional Abatement Notice described above. The Leasehold Costs shall not include (and Tenant shall have no further right thereto. Without limiting responsibility for and the foregoing, Tenant Improvement Allowance shall not be used for) the following costs (if any) incurred in connection with the performance of the Leasehold Work and Landlord contemplate that the Improvements to delivery of the Premises and Building listed in Schedule X will be included to Tenant in the Final Plans Base Building Delivery Condition: (A) costs incurred to remove Hazardous Materials from the Premises or the surrounding area; (B) costs recoverable by Landlord on account of warranties and Final Working Drawingsinsurance; (C) penalties and late charges attributable to Landlord’s failure to pay the Improvement Allowance as and when required; and (D) costs to comply with the Base Building Delivery Condition.

Improvement Allowance. Landlord grants Tenant shall an Improvement Allowance with the terms and guidelines as stipulated in Allowance (A) and Allowance (B) below: Allowance (A): Immediately upon execution of this Fifth Amendment, Landlord will provide Tenant an Allowance for Improvements to the Demised Premises and/or building, which must first be entitled approved by the Landlord, not to an improvement allowance in unreasonably withheld. To qualify for reimbursement from the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Landlord, the Improvements ($1,707,344.00) (herein after referred to as the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Qualified Improvements”) (whichmust enhance and/or add value to the Building and/or the Property and will be retained as the property of the Landlord once the Tenant vacates the Premises, and Landlord has the right to approve the proposed improvements, not to be unreasonably withheld. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on all Qualified Improvements, with a cap on the Landlord’s expenditures of $321,429. Tenant will bear the financial responsibility for $0.333 out of each $1.00 of each Qualified Improvements and for any other expenditures that are not deemed to be Qualified Improvements or exceed the Landlord’s cap. To qualify for reimbursement from the Landlord, all such expenditures must be made between the time this Fifth Amendment is executed and the end of the amended term which expires on 12/31/2021. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the work to be completed and, if applicable, the parties acknowledge shall not include Tenantassociated release of liens from the contractor. Allowance (B): Upon the execution of this Fifth Amendment, all previous financial commitments for HVAC Replacement costs will be considered null and void and the following language will apply instead. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on the replacement of HVAC units, with a cap on the Landlord’s furniture and personal property)expenditures of $107,143. For clarification, including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance (A) above may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel towards HVAC Replacement costs. Tenant will bear the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 financial responsibility for $0.333 out of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 (each $9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for 1.00 expended on the cost of each HVAC replacement and for any Improvements other such expenditures that exceeds exceed the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under cap. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the terms work to be completed and the associated release of lien from the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingscontractor.

Improvement Allowance. Tenant shall be entitled provide Landlord with a breakdown of the estimated total cost of the Improvements (“Cost Breakdown”), including, without limitation: construction cost of the Improvements; architectural and engineering fees relating to the preparation and review of the space Plan and the Plans (inclusive of the initial space Plan and all design work above and below the ceiling); governmental agency plan check, permit and other fees; sales and use taxes; testing and inspection costs; and construction fees (including general contractor’s overhead and supervision fees and the construction supervisory fee referred to in Section 3.6 hereof). Landlord hereby grants to Tenant an improvement allowance of up to Ten and 00/100 Dollars ($10.00) per square foot of space in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four Premises (i.e., 29,433 square feet multiplied by $1,707,344.0010.00 = $294,330.00) (the “Expansion Improvement Allowance”) for costs relating Tenant to construct the design tenant improvements (“Improvements”). The Improvement Allowance shall be disbursed to Tenant not more frequently than once per month based on disbursement requests submitted by Tenant to Landlord and construction certified by Tenant’s architect. Such disbursement request shall set forth the total amount incurred, expended and/or due for each requested item less prior disbursements and a description of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendmentwork performed, and materials supplied and/or costs incurred or due with respect to each item for which disbursement is requested. Each such improvements disbursement request shall be accompanied by invoices, vouchers, statements, affidavits, payroll records and/or other documents reasonably requested by Landlord, which substantiate costs incurred to justify such a disbursement, together with lien waivers for those contractors and materialmen providing construction services or materials. In addition, each disbursement shall be subject to all inspection and approval of the requirements contained in this Work Letter applicable to the Expansion Improvementscompleted work by Landlord’s construction engineer. In addition to the event the Cost Breakdown exceeds the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to pay from another source of funds the amount by which the Cost Breakdown exceeds the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not prior to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior any disbursement of the Building access control systems in Improvement Allowance by Landlord. If the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion actual cost of the Security Allowance that Tenant has Improvements does not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to exceed the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance shall not be paid or refunded to Tenant or be available to Tenant as a credit against any obligations of Tenant under the Lease; provided, however, that at Tenant’s election, up to Five and 00/100 Dollars ($5.00) per rentable square foot of space in the Premises (i.e., 29,433 rentable square feet multiplied by $5.00 = $147,165.00) of any unused Improvement Allowance shall be available to Tenant has as a credit against installments of Basic Rent next coming due under the Lease. The Improvement Allowance must be expended by Tenant on or before July 31, 2008. If the Improvement Allowance is not timely expended on or before July 31, 2008, the Improvement Allowance shall no longer be available to Tenant and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements obligation to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsprovide such Improvement Allowance to Tenant.

Improvement Allowance. Tenant a. Landlord shall be entitled to an improvement allowance in contribute the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to towards the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord Costs in accordance with the terms and conditions of this Work LetterSection. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the All Improvement Allowance and the Lobby Allowance, Costs incurred by Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to deducted from the Improvement Allowance, and applied by Landlord to pay the Lobby AllowanceImprovement Costs, and the Security Allowanceas such costs are incurred. The Improvement Allowance shall remain available to be used by Tenant through December 31, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) 2018 (the “Suite 300 ADA AllowanceAllowance Expiration Date”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter). Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred remaining unused after the Allowance Expiration Date shall be retained by Landlord. In the event the Improvement Costs exceed the amount of the Improvement Allowance, Tenant shall pay Landlord, as additional rent under the Lease, any excess of the Improvement Costs over the amount of the Improvement 47842-0001 NY\53603744.6 Allowance (“Excess Costs”). Landlord shall not be obligated to herein commence the Initial Improvements until Tenant has paid Landlord Landlord’s estimate of such Excess Costs and all other costs and charges in connection with the Initial Improvements for which Tenant is responsible hereunder. Landlord agrees to use such funds paid by Tenant for payment of the Initial Improvements as the “Improvements.” work progresses. If, after the Final Plans have been approved or construction of the Initial Improvements has commenced, the estimated Improvement Costs or Initial Improvements are revised such that Tenant owes Landlord additional amounts on account of the Improvement Costs, Landlord shall not be obligated to proceed with the Initial Improvements until Tenant has paid Landlord any such deficit. Any such deficit owed by Tenant shall be paid to Landlord within ten (10) days after issuance of the revised estimated of the Improvement Costs. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds expend more than the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsAllowance.

Improvement Allowance. Tenant shall be entitled to an a one-time tenant improvement allowance (the “Improvement Allowance”) in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four $4.00 per rentable square foot of the 3560 Xxxxxxx Premises (i.e., an amount not to exceed $1,707,344.00301,504.00 based on 75,376 rentable square feet in the 3560 Xxxxxxx Premises) for the costs relating to Tenant’s improvements that are permanently affixed to the 3560 Xxxxxxx Premises (the “Expansion Improvements”). Other than Landlord’s obligation to disburse the Improvement Allowance”) Allowance pursuant to this Tenant Work Letter, Tenant shall be responsible for all costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building Improvements (including, without limitation, as described hereinbelow in this Section 2) the cost of any legal compliance requirements required to the extent specifically contemplated comply with Laws, in the Amendment3560 Xxxxxxx Premises, subject Building or Common Areas which are triggered by the Improvements, including any costs to any approval or other standards set forth in comply with the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant Americans with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) Disabilities Act (the “Lobby AllowanceADA”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for within the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to 3560 Xxxxxxx Premises) and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Improvement Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against Rent for any unused portion of the Improvement Allowance; provided, that, so long as Tenant is not in default under the Lease or this Tenant Work Letter beyond all applicable notice and cure periods and the costs of the completed Improvements are less than the Improvement Allowance, Tenant shall be entitled to apply (“Tenant’s Application Right”) any unused portion of the Improvement Allowance towards the next successive payment(s) of Base Monthly Rent due and payable under the terms of the Lease; provided, further, that in the event that Tenant fails to pay notify Landlord in writing of Tenant’s election to so apply any such unused portion of the “Over-Improvement Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letterby December 31, nor 2025, Tenant shall Landlord be obligated have no further right to pay a total amount to reimburse Tenant so apply any such unused portion. All Improvements for the cost of any Improvements that exceeds which the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements has been made available shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused If Tenant has not requested payment of any portion of the Improvement Allowance that for Improvement Allowance Items (as defined below) or exercised Tenant’s Application Right by December 31, 2024, then Tenant has shall not timely be entitled to any further payments of, and properly requested that Landlord disburse as shall not have any further right to, such portion of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsImprovement Allowance.

Improvement Allowance. Tenant (a) Sublandlord shall be entitled reimburse Subtenant for up to an improvement allowance in [REDACTED PORTION FILED SEPARATELY WITH SEC PURSUANT TO CONFIDENTIAL TREATMENT REQUEST] (being [REDACTED PORTION FILED SEPARATELY WITH SEC PURSUANT TO CONFIDENTIAL TREATMENT REQUEST] per square foot of rentable area of the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00Premises) (the “Expansion Improvement Allowance”) of the Cost of Subtenant’s Work (as hereinafter defined). Subtenant shall pay the amount by which the Cost of Subtenant’s Work exceeds the Improvement Allowance. The Improvement Allowance shall be paid out to Subtenant based upon ninety percent (90%) of the value of the work for costs relating which payment is requested (i.e., the value of such work prior to application of any retainage provided for in Subtenant's contract with Subtenant's Contractor) to reimburse Subtenant for the Cost of Subtenant’s Work. Prior to the design and construction payment of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such any portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord Subtenant shall provide Tenant with an additional allowance in an amount not deliver, or shall cause to exceed Twenty-Four Thousand Six Hundred be delivered to Sublandlord evidence that the work for which reimbursement is then being requested has been performed and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable paid for by Landlord to Tenant upon Tenant’s written requestSubtenant, which Lobby evidence shall include executed lien waivers, architect’s certificates, contractor’s statements, and owner’s statements covering the work for which reimbursement is requested from time to time. Sublandlord covenants that it will make disbursements of the Improvement Allowance within thirty (30) days after receiving the foregoing required documentation. At Subtenant's election, payments out of the Improvement Allowance shall be used only made by Sublandlord directly to Subtenant's Contractor, in which event any lien waivers delivered to Sublandlord in connection with a request for the soft and hard costs incurred by Tenant disbursement may be conditioned upon payment. Funds paid to modify/remodel the Building’s lobby pursuant Subtenant from Sublandlord shall be deemed to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 be paid out of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and until the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an full amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant Improvement Allowance has been disbursed. In no event shall Sublandlord be required to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion make more than one disbursement of the Security Improvement Allowance that Tenant during any single calendar month. Upon Subtenant’s completion of Subtenant’s Work and delivery to Sublandlord of final lien waivers and other evidence reasonably required by Sublandlord to confirm Subtenant’s Work has not timely been completed and properly requested that Landlord fully paid for, Sublandlord shall, promptly after written request from Subtenant, disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with Subtenant any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein which Subtenant has satisfied the requirements for disbursement but which was withheld by Sublandlord as the “Improvements.” In no event ten percent (10%) retainage. The Improvement Allowance shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails available to pay any portion for the cost of Subtenant’s Work and for so-called "soft costs", which include space planning, architectural and engineering fees, legal fees, construction management fees, moving costs, telephone and computer cabling and for furniture fixtures and office equipment and stationery. If Subtenant does not use the “Over-entire Improvement Allowance Amount,” as defined and required provided for in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of Subtenant may convert any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused remaining portion of the Improvement Allowance that Tenant has (the "Excess") to abatement of Base Rent, commencing with the Base Rent payment due October 1, 2016 until such Excess is exhausted, but not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Datelater than October 1, shall remain the property of Landlord and Tenant shall have no further right thereto2018. Without limiting the foregoingCONFIDENTIAL TREATMENT FOR THIS EXHIBIT HAS BEEN REQUESTED FROM THE SECURITIES AND EXCHANGE COMMISSION PORTIONS OF THIS EXHIBIT HAVE BEEN REDATED, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.AND THE REDATED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

Improvement Allowance. Tenant shall be entitled Sublessor will provide to Sublessee an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four (equal to $1,707,344.00) 250,000 (the “Expansion "Improvement Allowance”") solely for costs relating to the design and construction of the improvements to the Premises (consisting generally of improvements to the “Expansion Improvements”) (which, mechanical systems of the parties acknowledge shall not include Tenant’s furniture building located on the Premises and personal property), including without limitation, such portion various modifications to the lab and office portions of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendmentaccommodate Sublessee's use, subject to any approval or other standards set forth in Sublessee obtaining all approvals and consents required under the Amendment, Master Lease and such improvements shall be subject to this Sublease and otherwise complying with all of the requirements contained in this Work Letter applicable therein. The Improvement Allowance will be from the improvement allowance for the Premises pursuant to the Expansion ImprovementsFourth Amendment to Master Lease. In addition Sublessor represents to its actual knowledge that the full amount of the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not Allowance is available under the Master Lease for the improvements to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable be made by Landlord to Tenant upon Tenant’s written request, which Lobby Sublessee. Sublessor's payment of any such Improvement Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance conditioned upon Sublessee's compliance with the “Construction Drawings,” as that term is defined in Section 3.1 all of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work LetterParagraph 6 under the Fourth Amendment to Master Lease between Sublessor and Landlord dated February 26, 1997. Any unused portion Sublessor shall pay to Sublessee such allowance after (i) Sublessee has satisfied all requirements in Paragraph 6 of the Lobby Allowance that Tenant has not timely and properly requested that Fourth Amendment to Master Lease for reimbursement by Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition cost (subject to the Improvement Allowance improvement allowance described in the Fourth Amendment to Master Lease) of improvements to the Premises, and the Lobby Allowance(ii) Sublessor has obtained payment of such allowance from Landlord. If Landlord breaches its obligation to pay such allowance, Landlord Sublessor shall provide Tenant with an additional allowance in an amount not all necessary assistance and cooperation to exceed Nine Thousand Five Hundred and 00/100 Sublessee ($9,500.00at no material cost or liability to Sublessor) (to enforce Sublessor's rights under the “Security Allowance”) payable Master Lease to compel performance by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementspay such allowance.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Landlord shall make available to Tenant a tenant improvement allowance of up to $77,050 (the “Allowance”). Tenant may use all or any portion of such amount for Improvements (as hereinafter defined) at either the Building or the Other Building. As used herein, “Improvements” mean (i) construction of improvements at the Building (or, if applicable, the Other Building) desired by and to be performed by Tenant (subject to Landlord’s supervision) and which improvements shall be of a fixed and permanent nature, and/or (ii) cosmetic improvements at the Building (or, if applicable, the Other Building) such as carpeting and painting. Tenant acknowledges and agrees that (i) Landlord’s prior written consent shall be required with respect to the Improvements and that it shall be reasonable for Landlord to withhold its consent to any improvements which Landlord considers not to be substantially reusable after the expiration of the Term of the Lease, and (ii) upon the expiration of the Term of the Lease, the Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Allowance, Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) solely responsible for costs relating to the design and construction all of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion costs of the Premises outside the Expansion Premises, as Tenant may elect to improveImprovements. The Expansion Improvement Allowance may also Improvements shall be used treated as Alterations and shall be undertaken pursuant to make improvements Section 12 of the Lease. Landlord shall have the right to review and approve all contracts entered into by Tenant in connection with the Common Area and Building (Improvements including, without limitation, as described hereinbelow the provisions in this Section 2) such contracts dealing with insurance, indemnity and lien waivers. Landlord shall not unreasonably delay its review and approval of such contracts. Landlord shall fund the Allowance upon completion of the Improvements and upon presentation to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, Landlord of a draw request containing unconditional lien waivers and such improvements shall be subject to all other documents as are customary required by Landlord or its affiliates for construction projects. Promptly following completion of the requirements contained in this Work Letter applicable Improvements and prior to funding by Landlord, Tenant shall provide to Landlord: (i) sworn statements setting forth the Expansion names of all contractors and subcontractors who did the work on the Improvements; and (ii) “as built” plans for the Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that not used by Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Dateby December 31, 2009, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvementsforfeited.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled Lessor agrees to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) reimburse Lessee for actual costs relating incurred by Lessee for certain improvements made to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Fifty Thousand Six Hundred and 00/100 No/100ths Dollars ($24,600.0050,000.00) (the “Lobby Allowance”). Lessor will not reimburse Lessee for any removable fixtures, removable equipment, or furniture. The Allowance may be used for the cost of carpeting, paint, HVAC equipment, and, if Lessee elects to make any Zappettini Investement Company alterations or improvements, preparing space plans, design and construction documents, mechanical and electrical plans, permit fees, plan check fees, construction management for such improvements, hard costs in connection with such improvements, and sales and use taxes. Following substantial completion of such improvements, Lessor shall pay the Allowance to Lessee within thirty (30) payable days following receipt by Landlord Lessor of the following documentation (the “Reimbursement Documentation”): (a) receipted bills covering all labor and materials expended and used in such improvements; (b) sworn contractors’ or vendors’ affidavits from the general contractor and a request to Tenant upon Tenant’s written request, which Lobby disburse from Lessee containing an approval by Lessee of the work done; (c) full and final waivers of lien; and (d) as-built plans of such improvements (if available) or copies of the final plans approved by the applicable governmental authorities. The Allowance shall be used only for disbursed in the soft and hard costs incurred by Tenant to modify/remodel amount reflected on the Building’s lobby pursuant to and in accordance with receipted bills meeting the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letterrequirements above. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition Notwithstanding anything herein to the Improvement Allowance and the Lobby Allowancecontrary, Landlord Lessor shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay disburse any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 during the continuance of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of an uncured default under the Lease, and Lessor’s obligation to disburse shall only resume when and if such default is cured. Any alterations or improvements installed by Lessee will be subject to provisions of the Lease including Paragraph 9 of the Original Lease. Lessee shall obtain all required permits for the improvement work and shall perform the work in compliance with all applicable laws, regulations and ordinances. Lessee shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by or for Lessee. Lessee agrees to carry “Builder’s All Risk” insurance in an amount approved by Lessor covering the construction of such improvements, and such other insurance as amendedLessor may require, except as otherwise provided in Section 3.2 it being understood and agreed that all of this Work Letter, the Improvements such improvements shall be deemed Landlord’s property under insured by Lessee immediately upon completion thereof. Upon completion of any such improvements, Lessee shall (i) cause a Notice of Completion to be recorded in the terms office of the Lease, as amended. Any unused portion Recorder of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as county in which the Building is located in accordance with Section 8182 of the first anniversary Civil Code of the Delivery DateState of California or any successor statute, shall remain (ii) deliver to Lessor a complete set of copy of the property “as built” plans and specifications of Landlord the alterations, and Tenant shall have no further right thereto. Without limiting the foregoing(iii) deliver to Lessor copies of permits, Tenant evidence of payment, contractors’ affidavits and Landlord contemplate that the Improvements to the Premises full and Building listed in Schedule X will be included in the Final Plans and Final Working Drawingsfinal waivers of all liens for labor, services or materials.

Improvement Allowance. Tenant LESSOR shall pay to LESSEE an “Improvement Allowance” (herein so called) in an amount equal to the amount by which Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000) exceeds the actual costs incurred by LESSOR in completing LESSOR’S Work; provided, however, for purposes hereof the cost incurred by LESSOR in completing LESSOR’S WORK shall in no event be deemed to exceed the Budget Amount (as defined below) and no individual component of LESSOR’S Work shall be entitled deemed to an improvement allowance exceed the Budget Amount therefor. The Improvement Allowance, less a reserve for the anticipated cost for completing the Punchlist Items, shall be paid by LESSOR to LESSEE within fifteen (15) days following LESSEE’S delivery to LESSOR of the final list of Punchlist Items. Within fifteen (15) days following completion of the Punchlist Items, LESSOR shall pay to LESSEE the unused portion, if any, of the reserve for Punchlist Items. As used herein, the “Budget Amount” shall mean the amount set forth on Exhibit “B” as the amount budgeted for the completion of LESSOR’S WORK and the amount budgeted for each individual component of LESSOR’S Work; provided, however, in the event LESSEE requests any changes to the scope of LESSOR’S Work set forth on Exhibit “B”, LESSOR and LESSEE shall mutually agree to a revised budgeted amount (the “New Budget Amount”) based upon the additions or deletions, as applicable, requested by LESSEE to the scope of LESSOR’S Work. LESSEE shall reimburse LESSOR for the amount of One Million Seven the New Budget Amount which exceeds Five Hundred Seven Twenty-Five Thousand Three Hundred Forty-Four and No/100 Dollars ($1,707,344.00) (525,000). Following the “Expansion Improvement Allowance”) completion of LESSOR’S WORK, LESSOR shall provide to LESSEE copies of all invoices for costs relating to LESSOR’S Work evidencing the design and construction total cost of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion ImprovementsLESSOR’S Work. In addition to the Improvement Allowance, Landlord shall provide Tenant LESSOR acknowledges that LESSEE is negotiating with an additional allowance in an amount not to exceed Twentycertain governmental and quasi-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) governmental authorities for certain incentives (the “Lobby AllowanceIncentives”) payable by Landlord for relocating LESSEE’S distribution business to Tenant upon Tenant’s written requestthe City of Franklin, which Lobby Allowance shall Xxxxxxx County, Kentucky. A portion of the Incentives may be used only paid in the form of a reimbursement for certain of the soft and hard costs incurred by Tenant LESSOR in completing certain portions of LESSOR’S Work. LESSOR acknowledges and agrees that all such Incentives shall belong to modify/remodel the Building’s lobby pursuant to LESSEE and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion event any of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery DateIncentives are paid to LESSOR, such Incentives shall remain the property of Landlord and Tenant immediately be paid by LESSOR to LESSEE. The Incentives shall have no further right thereto. In be in addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord LESSOR to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to LESSEE hereunder and in accordance with no event shall the Construction Drawings, approved by Landlord in accordance with Incentives reduce the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred payable by LESSOR to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant LESSEE. If LESSOR fails to pay the Improvement Allowance or any portion of the “Over-Allowance Amount,” Incentives paid to LESSOR as set forth above, then the unpaid portion thereof shall accrue interest at the Default Rate (as defined below) until paid and, in addition to all other remedies available to LESSEE hereunder as the result of a default by LESSOR, at LESSEE’s option, LESSEE may offset the unpaid portion thereof, and required in Section 4.2.1 of this Work Letterall interest accrued thereon, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for against the cost of any Improvements that exceeds the Improvement Allowance applicable theretorent payable hereunder. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work LetterAs used herein, the Improvements “Default Rate” shall be deemed Landlord’s property under mean the terms rate of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements interest equal to the Premises and Building listed in Schedule X will be included in lesser of (i) the Final Plans and Final Working Drawingsmaximum rate permitted by law or (ii) fifteen percent (15%) per anum.

Improvement Allowance. Tenant shall be entitled have the right, effective as of the Lease Commencement Date, to elect to cause Landlord to provide an improvement allowance in the amount set forth in Section 5 of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) the Summary (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the be used by Tenant in connection with “Expansion ImprovementsAlterations”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as defined in Section 8.1, below, in the Flex Space only. Tenant may elect to improve. The Expansion use the Improvement Allowance may also be used by written notice to make improvements Landlord (subject to the Common Area and Building (including, without limitation, as described hereinbelow in final sentence of this Section 2) 1.1.4). If Tenant so elects to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to use the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (disburse the “Lobby Allowance”) payable by Landlord Improvement Allowance to Tenant upon following Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 completion of this Work Letter, approved by Landlord Alterations in accordance with the terms of Article 8, below, to reimburse Tenant the actual costs incurred by Tenant in connection with such Alterations. The Improvement Allowance shall not be made available to reimburse Tenant for any moving or relocation expenses, furniture or fixtures, telephone or data cabling, signage or personal property. Landlord shall not charge Tenant any supervisory fee in connection with Alterations paid for by the Improvement Allowance, but, as provided in Section 8.4, below, Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket fees incurred with respect to any third party consultants or service providers engaged by Landlord in connection with the review and conditions approval of this Work Letterplans relating to such Alterations, not to exceed $3,000.00. The disbursement of the Improvement Allowance shall be in accordance with Landlord’s standard disbursement procedures, which may include the requirement that Tenant provide invoices or other reasonable evidence of the amounts expended by Tenant, and lien releases or waivers as applicable. Any unused portion amount of the Lobby Improvement Allowance that Tenant has is not timely and properly requested that Landlord disburse disbursed or claimed as of the first anniversary of date that is thirty (30) months after the Delivery Date, Lease Commencement Date shall remain the property of revert to Landlord and Tenant shall have no further right rights thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant Sublessee shall be entitled pay for all Sublessee Improvements, except that Sublessor shall provide to Sublessee an improvement allowance (the “Initial Improvement Allowance”) in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four up to [***] of the Subleased Premises ($1,707,344.00) i.e., [***]. In addition, upon Sublessee’s completion of the Server Room, Sublessor shall reimburse to Sublessee the costs incurred by Sublessee to design and construct the Server Room up to [***] (the “Expansion Server Room Allowance”, and, together with the Initial Improvement Allowance, the “Sublessee Improvement Allowance”). Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Sublessee Improvement Allowance may be used by Sublessee for any costs relating to incurred by Sublessee in connection with the renovation, modernization, fit up, fixturization, signage and/or IT wiring of the Subleased Premises, including the design and construction of the improvements to the Premises Sublessee Improvements (the “Expansion ImprovementsReimbursable Costs”) (which); provided, that, the parties acknowledge Server Room Allowance shall not include Tenant’s furniture only be available for the costs to design and personal property)construct the Server Room. The Sublessee Improvement Allowance shall be paid in phases upon completion of the Sublessee Improvements in any Phase of the Subleased Premises and delivery to Sublessor of an invoice together with appropriate lien release documentation evidencing the full payment by Sublessee of all Reimbursable Costs for which Sublessee seeks reimbursement. Sublessor will make disbursements of the Sublessee Improvement Allowance within thirty (30) days after Sublessor's receipt of Sublessee's invoice and documentation; provided, including without limitationhowever, such to the extent that the total aggregate costs of the design and construction of the Sublessee Improvements and Reimbursable Costs is less than the Sublessee Improvement Allowance, Sublessor shall have no obligation to provide to Sublessee the portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Sublessee Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and that exceeds such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvementsaggregate costs. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord the Sublessee Improvement Allowance be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant available for costs other than the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision design and construction of the Lease, Sublessee Improvements and Reimbursable Costs or be applied as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property a credit against Rent under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working DrawingsSublease.

Improvement Allowance. Provided Tenant is not in default beyond any applicable notice and cure periods, Landlord agrees to contribute an amount equal to $1,155,000.00 (i.e., $25.00 per rentable square foot of the Premises) (the “Allowance”), toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. The Allowance may only be used for the cost of preparing design and construction documents; permitting costs, management fees, telecommunications and data cabling installation; costs of permitting and installing signage; mechanical and electrical plans for the Initial Alterations and for all other hard and soft costs in connection with the Initial Alterations). In addition, the Allowance may be used toward the cost of Tenant’s actual moving expenses and furniture costs. The Allowance, or such portion thereof that equals the amount expended by Tenant on the items described above, shall be entitled paid to Tenant or, at Landlord’s option, to the order of the general contractor that performed the Initial Alterations, within 30 days following substantial completion of the Initial Alterations and receipt by Landlord of Tenant’s requisition for the Allowance accompanied by (1) invoices covering all labor and materials expended and used in the Initial Alterations; (2) a sworn contractor’s affidavit from the general contractor and a request to disburse from Tenant; (3) full and final waivers of lien; (4) as-built plans (in both paper and CAD file formats) of the Initial Alterations; (5) an improvement allowance AIA-G704 from Tenant’s architect; and (6) a certificate of occupancy issued with respect to the Premises by the Inspectional Services Department of the City of Boston (“ISD”) or written evidence that other permission has been obtained from ISD for occupancy by Tenant of the Premises. The Allowance shall be disbursed in the amount reflected on the invoices meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse the Allowance during the continuance of an uncured Default under the Lease. Any portion of the Allowance that has not been requisitioned on or before the date that is two (2) years after the Commencement Date shall be forfeited by Tenant and remain the property of Landlord. In order to secure Landlord’s obligation to pay the Allowance to Tenant, Landlord shall deposit current funds in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) the Allowance with Fidelity National title Insurance Company (the “Expansion Improvement AllowanceEscrow Agent”) for costs relating to ), who shall hold such funds and disburse same in accordance with an escrow agreement by and among Landlord, Tenant, and the design and construction of Escrow Agent substantially in the improvements to the Premises form attached hereto as Exhibit K (the “Expansion ImprovementsEscrow Agreement”). Landlord and Tenant shall execute the Escrow Agreement on the Execution Date, and Landlord shall cause the Escrow Agent to execute the Escrow Agreement forthwith thereafter. Landlord shall fund the Escrow Agreement not later than the date that is two (2) (which, Business Days after the parties acknowledge shall not include Tenant’s furniture Execution Date and personal property), including without limitation, such portion provide an acknowledgment from the Escrow Agent of receipt of the Premises outside same. If Landlord shall fail to deposit an amount equal to the Expansion PremisesAllowance with the Escrow Agent in such time period, Tenant shall have the right to terminate this Lease upon written notice to Landlord given at any time after such time period and before Landlord deposits such amount. EXHIBIT C-1 TENANT’S PRELIMINARY PLANS -1 EXHIBIT D COMMENCEMENT DATE AGREEMENT Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , , by and between , a ,as Landlord, and , as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to Tenant, for rentable square feet on the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all floor of the requirements contained in this Work Letter applicable to the Expansion ImprovementsBuilding located at , Massachusetts, . Dear : In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the above referenced Lease, as amended, except as otherwise provided in Section 3.2 Tenant accepts possession of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to the Premises and Building listed in Schedule X will be included in the Final Plans and Final Working Drawings.agrees:

Improvement Allowance. Landlord hereby agrees to disburse to Tenant shall be entitled an amount up to an improvement allowance in the amount of One Million Seven Five Hundred Seven Thousand Three Hundred Forty-Four and No/100ths Dollars ($1,707,344.00500,000.00) to be used as an allowance for improvements (the “Expansion "Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property"), including without limitationprovided, such portion of the Premises outside the Expansion Premiseshowever, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (includingLandlord agrees, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred remains unused, Tenant may use said amounts to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for defray the cost of any Improvements that exceeds moving to and relocating into the Improvement Allowance applicable theretoPremises. Notwithstanding the foregoing or any contrary provision of the LeaseProvided Tenant is not in default hereunder, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion 's disbursement of the Improvement Allowance to Tenant shall be made in up to four (4) installments approximately thirty (30) days apart commencing on approximately April 15, 2001. Each installment shall be in an amount equal to the invoicing incurred by Tenant in making said Improvements as of five days before disbursement, to a maximum total Tenant Allowance of $500,000.00. Provided, however, that Landlord shall not be obligated to disburse more than 90% (ninety percent) of the funds otherwise disbursable under this paragraph until and unless (i) the applicable governmental authority has issued to Tenant a Certificate of Occupancy as to the Premises; (ii) Tenant has executed and delivered to Landlord an estoppel letter in a form reasonably acceptable to Landlord which includes (but may not timely and properly requested be limited to) an acknowledgment by Tenant that Landlord disburse is then in full compliance with the Lease; (iii) Tenant delivers to Landlord sufficient satisfactions and/or releases of notices and/or claims of lien so as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. Without limiting the foregoing, Tenant and Landlord contemplate that the Improvements to eliminate any potential for a claim or lien against Landlord's or Tenant's interests in the Premises and Building listed in Schedule X will be included the underlying fee simple interest in the Final Plans and Final Working DrawingsPremises.