Common use of Allowance Clause in Contracts

Allowance. (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will agrees to provide Tenant an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the “"Tenant Improvement Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot "). Tenant is fully responsible for the payment of Rentable Area all costs in each Phase connection with the Tenant Improvements in excess of the PremisesTenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, which equals awithin thirty (30) days of receipt of an invoice, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five all costs and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided expenses in Section 1 excess of the Lease). To the extent that the total cost of the construction of Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the Premises exceeds extent the costs and expenses are approved by Tenant Improvement Allowance based on the Construction Budget, in writing. Tenant shall will be billed for such costs and expenses as follows and will pay the full amount said costs and expenses within thirty (30) days of such excess (“Tenant’s Costs”) as follows: invoice: (i) Prior to commencement fifty percent (50%) of construction such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty; (ii) forty-five percent (2545%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the Tenant’s Costssame manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as such amount is then reasonably determined by reference Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds cease all work under this Exhibit until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize shall cure any such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by default and any delay in Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with commencing and completing any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due cure shall be a condition to Landlord’s continued performance delay by Tenant under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderExhibit. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will agrees to provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity 30.00 per rentable square foot of the HVAC system over Second Expansion Space, to design, engineer, install, supply and otherwise to construct the HVAC system being provided as Second Expansion Improvements in the Second Expansion Space that will become a part of the Shell Improvements, as described in Exhibit D Building (the “Additional Allowance”). Tenant shall repay is fully responsible for the Additional Allowance (plus simple interest at the rate payment of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, all costs in connection with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D Second Expansion Improvements in excess of the Additional Allowance. In connection with Tenant’s expansion into the Second Expansion Space, Tenant may use up to $5.00 per rentable square foot of the Second Expansion Space of the Allowance (the “Moving Allowance”) for Tenant’s actual out-of-pocket costs and expenses associated with (i) signage, (ii) telephone and data/network cabling, (iii) security, (iv) purchase of new fumiture or (v) moving expenses, with the Moving Allowance applied in order from (i) to (v) to the extent reasonably possible. Tenant shall be paid deliver to Landlord as part copies of paid invoices and any other reasonable documentation requested by Landlord evidencing the amount of Tenant’s Costsout-of-pocket relocation costs, along with final lien waivers from any contractors and service providers performing any work or providing materials. Landlord shall reimburse Tenant the amount of the documented costs, up to the maximum amount of the Moving Allowance, within 10 business days following receipt of the foregoing documents. Tenant shall be solely responsible for any such costs in excess of the maximum amount of the Moving Allowance. Notwithstanding any provision herein to the contrary, the Moving Allowance is only available for Tenant’s use until December 1, 2012. Any portion of the Moving Allowance not used by December 1, 2012, shall be deemed forfeited by Tenant and shall no longer be available for Tenant’s use.

Allowance. So long as Tenant is not in default of this Lease, and subject to the limitations described in the next following paragraph, Landlord shall pay to Tenant's contractors and materialmen, as a “Construction Allowance” an amount up to $5,258,025.00 (a$75.00 psf) Landlord will provide Tenant an allowance to be used for planning, architectural/engineering fees, demolition, Tenant's Work construction costs, and construction management/oversight fees, furniture, fixtures and equipment expenses and moving expenses (collectively, the “Tenant AllowanceActual Construction Costs”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises), which equals a, total said amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal directly to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within 's contractors and materialmen within thirty (30) days thereafterof the last to occur of all of the following: (a) all Tenant's Work performed by Tenant in the Premises shall have been substantially completed in accordance with the provisions of the Exhibits of this Lease and Tenant's plans and specifications; (b) Tenant shall have furnished Landlord a standard sworn “owners” statement /affidavit for Tenant's Work, (c)Tenant shall• have furnished Landlord a stai1dard sworn “general contractor's” statement /affidavit for Tenant's Work; (d) Tenant shall have furnished to Landlord final lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work; (e) Tenant shall have provided Landlord with a copy of the certificate of occupancy (or its equivalent) for the Premises issued by the appropriate governmental entity; and (f) Tenant shall have provided Landlord with “as-built” plans of Tenant's Work on a CD in Autocad format. Tenant shall have the right to request that Landlord pay Tenant's contractors and materialmen a portion of the Construction Allowance monthly provided that Tenant complies with the provisions of subsections (b), (c) and (d) above (provided that to satisfy this subsection [d], Tenant shall pay furnish Landlord the then remaining balance partial lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant’s Costs's Work) and the amount Tenant's Work actually completed and installed in the Premises, or for which payment is requested, is more than the amount of the Construction Allowance requested; and provided further that Tenant complies with subsections (a) through (f) above with regard to the final portion of the Construction Allowance. Tenant and Landlord shall reimburse establish a standard construction escrow at the office of the Landlord's title insurance company (the “Construction Escrow”) for the purpose of Landlord funding the Construction Allowance and Tenant as paying the cost of Tenant's Work. Landlord and Tenant shall comply with the provisions of the Construction Escrow, and Tenant shall pay 100% of the cost of same. All payments for Tenant's Work shall be funded through the Construction Escrow. Unless required by Landlord's lenders or equity partners, the Construction Escrow will not require (i) that the title company issue date down mechanic lien endorsements every time part of the Construction Allowance is funded or (ii) that there be an inspecting architect who approves every draw; provided that if (i) and/or (ii) aforesaid is required, same shall be at Tenant's cost. Notwithstanding anything to the contrary contained herein, the Tenant shall use no more than the following amounts of the Construction Allowance toward the following Actual Construction Costs: (i) $788,703 for construction management/oversight fees; and (ii) $1,402,140 for furniture, fixtures and equipment expenses and moving expenses. Prior to beginning construction of Tenant's Work, Tenant shall provide Landlord with a budget showing the anticipated cost of Tenant's Work. If the budget for Tenant's Work indicates that the cost of Tenant's Work exceeds the amount of the Construction Allowance, before Landlord is obligated to fund any part of the Construction Allowance, Tenant shall, using its own funds, pay for the cost of that part of Tenant's Work that is in excess amounts previously paidof the Construction Allowance and Tenant's payment of same, as through the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due Construction Escrow, shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure 's obligation to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderConstruction Allowance. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an allowance Upon and subject to the terms and conditions of this Section 7, Sublandlord shall reimburse Subtenant for the costs of completing the laboratory build out in the current warm shell laboratory space in the Subleased Premises (the “Tenant AllowanceSublease Alterations”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as Sublandlord’s obligation to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord reimburse Subtenant for the Sublease Alterations shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, be limited to the extent availablelesser of (A) actual construction costs incurred by third parties on behalf of Subtenant in its construction of the Sublease Alterations; and (B) an amount up to, but not exceeding, $250,000.00 (the “Allowance”). Within Sublandlord shall pay the Allowance to Subtenant within thirty (30) days thereafterafter Sublandlord’s receipt of Subtenant’s written request (the “Disbursement Request”) therefor accompanied by partial, Tenant shall pay Landlord the then remaining balance conditional lien waivers and copies of Tenant’s Costs, or Landlord shall reimburse Tenant invoices from third parties providing services as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction part of the Tenant Improvements or Sublease Alterations using AIA G701/702/703 documents, disbursed in Tenant taking occupancy the following increments: (a) 20% of the Premises resulting from Tenant’s failure Allowance no earlier than thirty (30) days following the Sublease Rent Commencement Date to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion the extent of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderpaid invoices submitted. (b) The Tenant Allowance shall be used for the cost 20% of the construction of Allowance no earlier than sixty (60) days following the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees Sublease Rent Commencement Date to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00paid invoices submitted. (c) In addition 20% of the Allowance no earlier than ninety (90) days following the Sublease Rent Commencement Date to the Tenant Allowance, Landlord will make available to Tenant an additional allowance extent of up to One Hundred Fifty Thousand and No/100 paid invoices submitted. ($150,000.00d) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity 25% of the HVAC system over Allowance no earlier than one hundred and twenty (120) days following the HVAC system being provided as part Sublease Rent Commencement Date to the extent of paid invoices submitted. Each Disbursement Request shall be signed by Subtenant. Sublandlord shall have no obligation to disburse any portion of the Shell ImprovementsAllowance if there is a monetary Event of Default or a material, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate non-monetary Event of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default Default outstanding under the LeaseSublease until such Event of Default is cured. Any costs for such increased HVAC capacity Each Disbursement Request pursuant to this Section 7 must be accompanied by copies of paid invoices as described in Exhibit D in excess evidenced by unconditional progress waivers from contractors and subcontractors. Notwithstanding the foregoing, the final disbursement of the Additional remaining 15% of the Allowance shall be disbursed within thirty (30) days after Subtenant’s written request therefor once Subtenant has substantially completed all of the Sublease Alterations in accordance with the approved plans and specifications, all building permits issued in connection with the Sublease Alterations, all applicable laws and the terms and provisions of this Section 7. Such final Disbursement Request shall be accompanied by: (i) third-party invoices for costs incurred by Subtenant in constructing the Sublease Alterations; (ii) evidence that Subtenant has paid the invoices for such costs; (iii) final, unconditional lien waivers and mechanics’ lien releases from any contractor or subcontractor who has constructed any portion of Sublease Alterations or any materialman who has supplied materials used or incorporated into any portion of the Sublease Alterations (if applicable), all such waivers and releases to Landlord as part be in the forms prescribed by California Civil Code Section 3262; and (iv) a copy of Tenant’s Coststhe certificate of occupancy for the Subleased Premises. All bills for the Sublease Alterations must be submitted to Sublandlord within six (6) months after the Sublease Rent Commencement Date, and Sublandlord will make no further payments related to the Sublease Alterations after such six (6)-month period. Any unfunded portion of the Allowance shall be deemed forfeited.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) Landlord will provide “as-built” drawings showing all of Tenant an allowance Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the “Architect that all of Tenant Allowance”Improvements has been completed in accordance with the Drawings; (d) equal all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to Fifteen the Expansion Premises, if applicable, together with all licenses, certificates, permits and No/100 other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and ($15.00f) Dollars per square foot of Rentable Area in each Phase proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five conditions set forth in this Work Letter and No/100 ($485,235.00) Dollars for Phase 1, has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 approval of the Lease)Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent that the total cost Landlord does not so reject any portion of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phasesaid Draw Request, Landlord shall submit timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation in progress payments (including, without limitation, invoices from those to whom remaining amounts are due, to the extent availablenot more often than monthly). Within Such progress payments will be made not later than thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s Costsinvoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or Landlord delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall reimburse Tenant not be released until such time as to any excess amounts previously paid, as Landlord’s Representative has received the case may beDraw Request). Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be As a condition precedent to Landlord’s continued performance under this Workletter. Any delay in construction of issuing any such progress payment subsequent to the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from first such progress payment, Tenant’s failure Representative will deliver to make Landlord’s Representative an original lien waiver from its General Contractor waiving any Tenantclaim for a mechanic’s Costs payments when due shall be Tenantor materialman’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant lien with respect to the Additional Allowance shall also be deemed to be a default under labor and materials reflected in the Lease. Any costs invoices submitted for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsimmediately preceding progress payment.

Allowance. (a) Landlord will provide Tenant an allowance (shall contribute to the “Tenant Allowance”) equal to Fifteen costs and No/100 ($15.00) Dollars per square foot expenses of Rentable Area in each Phase all costs for the planning, design, permitting, construction and construction management of the PremisesSuite 750 Improvements, which equals a, total in an amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars not to exceed Allowance. If the final costs for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant ImprovementsWork exceed Allowance, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s those Excess Costs shall be paid by Tenant. Provided the Lease as hereby amended is in full force and effect and Tenant to Landlord is not in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with default hereunder beyond any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phaseapplicable notice and cure period, Landlord shall submit pay the Allowance to Tenant a final accounting consistent with the terms and conditions of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderSection. (b) The Tenant Allowance shall be used for payable to Tenant upon written requisition (“Draw Request”) in installments as the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant AllowanceTenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such credit exceed $50,000.00Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) In addition to Following the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 Substantial Completion Date ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”defined below). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay submit to Landlord (along with Tenant’s regular monthly payments final Draw Request which shall include (i) “as built” drawings showing all of Base RentTenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the same provisions for late charges Drawings, (iv) supporting final lien waivers, and defaults as applicable to Base Rent paymentsreleases executed by the General Contractor, and the Major Subcontractors, and (v) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Additional Allowance shall also be deemed to be a default under the LeasePremises (including Suite 750), if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Any costs for such increased HVAC capacity as described in Exhibit D in excess Upon Landlord’s receipt and approval of the Additional final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be paid to made within thirty (30) days, unless Landlord as part notifies Tenant, in writing, of Tenant’s Costsits rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) In accordance with the terms and procedures specified below, Landlord will provide shall pay to Tenant for the Improvements, an allowance (allowance, not to exceed the “Tenant Allowance”) equal to Fifteen and No/100 (sum of $15.00) Dollars 32.50 per square foot of Rentable Area within Expansion Space, which shall mean 9,271 square feet, except in each Phase the event the demising wall is erected in a location different from that as indicated on Exhibit A attached hereto, or the Expansion Space plan as depicted on Exhibit A is otherwise modified after this First Amendment is executed, and as a result the Rentable Area of the PremisesExpansion Space is increased or decreased, in which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five case the Allowance (and No/100 ($485,235.00Space Planning Allowance) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment shall be calculated as provided in Section 1 4 of this First Amendment (the “Allowance”). In addition to the Allowance and not a part of the LeaseAllowance, Landlord shall (a) reimburse Tenant an amount, not to exceed the sum of $0.15 per square foot of Usable Area within Expansion Space, for architectural services and space planning (the “Space Planning Allowance”); (b) an amount not to exceed $1,920.00 for the removal of a supplemental HVAC system above the Expansion Space ceiling and disconnection of the fire life safety component connected thereto, if reasonably necessary or required by applicable law (the “HVAC Restoration Allowance”); and an amount not to exceed $520.00 for the removal of a cabling and wiring above the Expansion Space ceiling (the “Cabling Restoration Allowance”). To The HVAC Restoration Allowance and the extent that Cabling Restoration Allowance each shall be separate allowances for reimbursements for the total cost individual purposes intended and may not be comingled with the Allowance or Space Planning Allowance (and the HVAC Restoration Allowance and the Cabling Restoration Allowance may not be comingled). The removal of the construction supplemental HVAC and the cabling and wiring shall be performed in good workmanlike manner and Tenant shall repair any damage caused by such removal. Notwithstanding the maximum amounts of the Tenant Improvements HVAC Restoration Allowance and the Cabling Restoration Allowance referred to above, if Tenant’s Contractor engages Landlord’s preferred subcontractors for the HVAC and cabling restoration work, and if the costs for the HVAC restoration and cabling restoration work exceeds the HVAC Restoration Allowance and/or the Cabling Restoration Allowance, respectively, Landlord shall pay such excess costs by funding the excess amount to either or both the HVAC Restoration Allowance and the Cabling Restoration Allowance. Landlord’s preferred subcontractors are as follows: Southland Electrical Contractors (cabling restoration work); MK Heating & Air Inc. (HVAC restoration work); and Chubb Fire and Safety Inc. (fire life safety disconnection related to HVAC restoration, if necessary). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. The Allowance, Space Planning Allowance, HVAC Restoration Allowance and the Cabling Restoration Allowance shall be available for disbursement to the Premises exceeds Tenant through December 31, 2013 (which date shall be extended day-for-day for each day the Tenant Improvement Expansion Date is extended beyond December 27, 2012, if any, in accordance with the terms of this First Amendment) (the “Outside Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s CostsDate”) as follows: (i) Prior and thereafter Landlord shall have no obligation to commencement of construction disburse any portions of the Tenant ImprovementsAllowance, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be madeSpace Planning Allowance, the approval of a draw request by Landlord’s construction lender shall be evidence that HVAC Restoration Allowance or the payment is properly due from Tenant; Cabling Restoration Allowance, provided, however, that if Tenant has a bona fidecomplied with all of the conditions precedent required for disbursement of the Allowance, good faith dispute Space Planning Allowance, the HVAC Restoration Allowance and the Cabling Restoration Allowance, as applicable, prior to whether a payment is properly duethe Outside Allowance Date but Landlord has not yet disbursed such the amount requested then, subject to Tenant’s compliance with the terms and conditions of this Exhibit B, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect shall be entitled to such payments. (iii) After Substantial Completion of each Phase, disbursement. Landlord shall submit deliver written notice to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within not later than thirty (30) days thereafterprior to the Outside Allowance Date if at such time there is a balance remaining in the amount of the Allowance, Tenant shall pay Landlord Space Planning Allowance, the then remaining balance of HVAC Restoration Allowance and the Cabling Restoration Allowance available for use by Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due The Outside Allowance Date shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used extended day for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars day for each of Phase 1 and Phase 2 day Landlord fails to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over give such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsnotice.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference Work pursuant to the Construction Budgetapproved plans and specifications. Such twenty-five (25%) percent “Eligible Soft Costs” shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid deemed to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid costs and expenses incurred by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal which are directly and primarily related to Tenant’s pro-rata share Work and which relate solely to the work of the cost of the Tenant Improvements. In the event Tenant disputes any payment required architect, space planner, engineer, or similar construction professional or which are direct payments made to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenantapplicable authorities for permitting and license fees; provided, however, that if Tenant has a bona fidein no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, good faith dispute as to whether a payment is properly dueEligible Soft Costs shall expressly exclude any financing costs, Tenant may elect attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay such amount “under protest,” so that Tenant may reserve its rights with respect for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to such payments. (iii) After Substantial Completion be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of each Phase, the Allowance shall be made by Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord following the then remaining balance last to occur of: (i) completion of Tenant’s CostsWork, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to (ii) Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion receipt of Tenant’s Costs when due invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall constitute a default be under no obligation to pay for any of Tenant’s Work in excess of the Lease (subject to any applicable notice requirements or grace periods)Allowance. Further, entitling Landlord to all of its remedies thereunder. (b) The Tenant the Allowance shall only be used available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the cost terms of the construction of the this subsection (d) on or before December 31, 2017 at which time Tenant Improvements (including, without limitation, reasonable architectural hereby waives any and engineering fees (subject all rights to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant with an allowance of $6,940,000.00 (the “Tenant Allowance”) equal as a credit against the Tenant Improvement Costs, which Allowance shall be allocated as follows: $3,575,000.00 to Fifteen Phase I, $1,717,500.00 to Phase II, and No/100 $1,647,500.00 to Phase III ($15.00each such amount, a “Phase Cap”). “Tenant Improvement Costs” means, collectively, all the actual costs of designing, engineering, permitting (including impact fees), and constructing the Tenant Improvements in accordance with the Final Plans (as amended by all Change Orders, as hereafter defined) Dollars per square foot and all other hard and soft costs associated with the preparation of Rentable Area in each Phase the Premises for Tenant’s use and occupancy, including Tenant’s costs for design, architectural, and engineering consultants; all costs associated with the installation and completion of the Tenant Improvements; all conduit, cabling and wiring for Tenant’s telecommunications, computer and/or data systems; and all other furnishings, :fixtures and equipment permanently attached and made a part of the Premises required for Tenant’s use and occupancy of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements Notwithstanding anything herein to the Premises exceeds contrary, in no event shall the Allowance be used for the purchase of Tenant’s Property, other than conduit, cabling and wiring for Tenant’s telecommunications, computer and data systems in the Premises. If the Tenant Improvement Allowance based on Costs exceed the Construction BudgetAllowance, Tenant shall will be solely responsible for and pay the full amount of such excess (“Tenant’s Costs”) costs as follows: (i) Prior to commencement of construction of the Tenant Improvementsand when due. In addition, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafterafter receipt of Landlord’s written demand therefor, a construction management and oversight fee equal to One and 50/100 Percent (1.50%) of the hard costs component of the total Tenant shall pay Improvement Costs for a Phase to compensate Landlord for reviewing the then remaining balance of plans for the Tenant Improvements for such Phase, reviewing and processing Allowance Requests, and for costs incurred by Landlord in facilitating Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction completion of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of Phase. Landlord reserves the Additional Allowance shall be paid right to Landlord as part of Tenant’s Costsdeduct such fee from the Allowance.

Allowance. (a) Landlord will provide Tenant shall pay an allowance under one of the following provisions, as applicable (the “Tenant Expansion Space Allowance”). The Expansion Space Allowance shall be disbursed following the Expansion Space Commencement Date in the same manner and subject to the same conditions as provided for the disbursement of the Allowance for the Initial Premises under Exhibit C except that Tenant shall have two (2) years from the Expansion Space Commencement Date to use the Allowance. The Expansion Space Allowance may be used for the same items as the initial Allowance. (i) If Landlord has constructed Qualifying Improvements in the Expansion Space, and the Expansion Space has not been occupied by an Interim Tenant, the Expansion Space Allowance shall be equal to Fifteen and No/100 Ten Dollars ($15.0010.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five Expansion Space and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements shall make any necessary alterations to the Premises exceeds Expansion Space under the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount terms and conditions of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described Section 8.4 below. (ii) The remaining seventy-five (75%) percent of If Landlord has constructed Qualifying Improvements in the Expansion Space, and the Expansion Space has been occupied by an Interim Tenant’s Costs , the Expansion Space Allowance shall be paid by equal to Fifteen Dollars ($15.00) per square foot of Rentable Area in the Expansion Space and Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up make any necessary alterations to the date Expansion Space under the terms and conditions of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such paymentsSection 8.4 below. (iii) After Substantial Completion of each PhaseIf Landlord has not constructed Qualifying Improvements in the Expansion Space, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Expansion Space Allowance shall be used for equal to Fifty-two and 50/100 Dollars ($52.50) per square foot of Rentable Area in the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural Expansion Space and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against construct improvements in the Base Rent to become due Expansion Space under the Lease for any unused portion terms and conditions of the Tenant Allowance, but in no event shall such credit exceed $50,000.00Exhibit C attached hereto. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements shall contribute to the Premises exceeds costs and expenses of all costs for the Tenant Improvement Allowance based on the Construction Budgetplanning, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of design, permitting, construction and construction management of the Tenant Improvements, Tenant shall pay Landlord in an amount equal not to twenty-five (25%) percent of exceed Allowance. If the final costs for Tenant’s CostsWork exceed Allowance, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant to Landlord is not in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with default hereunder beyond any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phaseapplicable notice and cure period, Landlord shall submit pay the Allowance to Tenant a final accounting consistent with the terms and conditions of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderSection. (b) The Tenant Allowance shall be used for payable to Tenant upon written requisition (“Draw Request”) in installments as the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant AllowanceTenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such credit exceed $50,000.00Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) In addition to Following the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 Substantial Completion Date ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”defined below). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay submit to Landlord (along with Tenant’s regular monthly payments 42 final Draw Request which shall include (i) “as built” drawings showing all of Base RentTenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the same provisions for late charges Drawings, (iv) supporting final lien waivers, and defaults as applicable to Base Rent paymentsreleases executed by the General Contractor, and the Major Subcontractors, and (v) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Additional Allowance shall also be deemed to be a default under the LeasePremises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Any costs for such increased HVAC capacity as described in Exhibit D in excess Upon Landlord’s receipt and approval of the Additional final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be paid to made within thirty (30) days, unless Landlord as part notifies Tenant, in writing, of Tenant’s Costsits rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) Landlord will shall provide Tenant to Tenant, an allowance of (x) up to Sixty and No/100 Dollars ($60.00) per rentable square foot of the Fifth Amendment Expansion Space (the “Tenant ES Allowance”), (y) up to 12/100 Dollars ($0.12) per rentable square foot of the Fifth Amendment Expansion Space (the “SP Allowance”) equal and (z) up to Fifteen Two and No/100 50/100 Dollars ($15.002.50) Dollars per rentable square foot of Rentable Area in each Phase of the PremisesFifth Amendment Expansion Space (the “Bathroom Allowance”; together with the ES Allowance and the SP Allowance, which equals athe “Allowance”), total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease)terms and conditions set forth herein. To The Allowance shall be used by Tenant to pay for the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completedhard construction costs, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlordsoft costs (such as permitting, within ten (10architectural and engineering fees) days after submission of such itemsvoice and data wiring and cabling costs and furniture, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenantfixtures and equipment expenses; provided, however, that if the Bathroom Allowance shall be used only for Tenant has Improvements in the bathroom(s) for the Phase 2 Expansion Space. All Tenant Improvements shall be (a) subject to all other terms and conditions of the Lease; (b) based on plans previously approved by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; (c) performed in a bona fidegood and workmanlike manner by contractors previously approved by Landlord, good faith dispute as such approval shall not be unreasonably withheld, and (d) be in compliance with all applicable laws and regulations. Any approval (including deemed approval) by Landlord in connection with the Tenant Improvements shall be subject to whether a payment is properly due, the terms and conditions of the Lease. The Allowance shall be payable directly to Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, by Landlord and Landlord shall submit disburse the Allowance to Tenant on a final accounting periodic basis (but no more than once per month) within 30 days after receipt from Tenant of: (i) reasonable documentation of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, payment by Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paidfor materials and labor, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable with respect to the Tenant Improvements that are the subject of such requisition; (ii) partial lien waivers or final lien waivers, as applicable, from any contractors or laborers hired by Tenant to perform any Tenant Improvements in the Fifth Amendment Expansion Space and/or Original Premises; (iii) prior to the final requisition only), a certificate of occupancy or equivalent document issued by a local government agency or building department certifying the Tenant Improvements compliance with applicable building codes and other laws, and indicating the Phase 1 Expansion Space, and/or Original Premises (as applicable) to be in a condition suitable for occupancy; and (iv) any other information or materials reasonably requested by Landlord with respect to the requisition or Tenant Improvements in question. Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused Any portion of the Allowance which has not been properly requisitioned by Tenant on or before the last day of the twenty-fourth (24th) calendar month following the Phase 2 Expansion Effective Date shall be deemed forfeited by Tenant and Landlord shall have no further obligation with respect thereto. Notwithstanding the foregoing, Landlord shall not be obligated to pay any Allowance (and Tenant shall not be permitted to submit any requisition for any portion of the Allowance) at any time when there exists a default by Tenant under the Lease, but beyond applicable notice and cure periods. Notwithstanding anything to the contrary contained in the Lease, in no event shall such credit exceed $50,000.00. (c) In addition Tenant be obligated to pay Landlord a supervisory or oversight fee for the completion of the Tenant AllowanceImprovements, Landlord will make available nor shall Tenant be obligated to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars provide any secure assurances for each of Phase 1 and Phase 2 to be used to fund the increased capacity completion of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costssame.

Allowance. (a) Landlord will provide Tenant an allowance (The U.S. Debtors and the “Tenant Allowance”) equal to Fifteen ULC1 Indenture Trustee hereby acknowledge and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as followsagree that: (i) Prior to commencement of construction as of the Tenant ImprovementsEffective Date, Tenant the ULC1 Indenture Trustee, on behalf of the ULC1 Noteholders, shall pay Landlord an be afforded one allowed, general, unsecured Claim against CORPX’s estate in the amount of US$3,505,187,751.63 (the “ULC1 Indenture Trustee Notes Guarantee Allowed Claim”) based upon the ULC1 Notes, which amount of the ULC1 Indenture Trustee Notes Guarantee Allowed Claim is equal to twenty-five (25%) percent the product of 1.65 times the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below.Filed Amount1; (ii) The remaining seventy-five (75%) percent the ULC1 Indenture Trustee Notes Guarantee Allowed Claim shall include the following components, each of Tenant’s Costs which shall be paid by Tenant to Landlord in monthly installments, based upon requests deemed allowed: (A) a claim for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy the outstanding principal balance of the documentation submitted or to be submitted by Landlord to its construction lender ULC1 Notes, together with accrued and unpaid interest thereon, as an application of the Petition Date, as set forth in the ULC1 Indenture Trustee Notes Guarantee Proof of Claim; (B) a claim for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work accrued and unpaid interest on the Filed Amount at the contract rate from the Petition Date up to and including the date of on which the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten ULC1 Indenture Trustee Notes Guarantee Allowed Claim (10including interest compounded semi-annually) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment (“Postpetition Interest”) is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are duesatisfied in full, to the extent availableprovided in Section 3.2(b)(ii). Within thirty ; (30C) days thereaftera claim for the reasonable fees, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction costs and expenses of the Tenant Improvements or Ad Hoc ULC1 Noteholders Committee, including the reasonable fees, costs and expenses of its U.S. and Canadian counsel and its financial adviser, incurred, and to be incurred, by the Ad Hoc ULC1 Noteholders Committee in Tenant taking occupancy connection with the U.S. Proceedings and the CCAA Proceedings through the date of final distribution in respect of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under ULC1 Indenture Trustee Notes Guarantee Allowed Claim (all such reasonable fees, costs and expenses, collectively, the Lease (subject to any applicable notice requirements or grace periods“Ad Hoc Committee Fees”), entitling Landlord in an amount not to all exceed US$8 million; and (D) a claim for the reasonable fees, costs and expenses of the ULC1 Indenture Trustee, including the reasonable fees, costs and expenses of its remedies thereunder. (b) The Tenant Allowance shall U.S. and Canadian counsel, incurred, and to be used for incurred, by the cost ULC1 Indenture Trustee in connection with the U.S. Proceedings and the CCAA Proceedings through the date of final distribution in respect of the construction ULC1 Indenture Trustee Notes 1 Approximately $134 million of ULC1 Notes are held by CORPX and $10 million of ULC1 Notes are held by QCH, and CCRC holds the Tenant Improvements (includingCCRC ULC1 Notes. For the avoidance of doubt, without limitationin addition to the ULC1 Notes held by parties other than the U.S. Debtors or the Canadian Debtors, reasonable architectural the ULC1 Notes held by CORPX and engineering fees (QCH and the CCRC ULC1 Notes are also subject to the limitation settlement embodied in Section 3(d), above) this Agreement and permitting fees to shall have the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due same rights and benefits as other holders of ULC1 Notes under the Lease for any unused portion of the Tenant AllowanceAgreement. Guarantee Allowed Claim (all such reasonable fees, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowancecosts and expenses, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvementscollectively, as described in Exhibit D (the “Additional AllowanceULC1 Indenture Trustee Fees”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay towards the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction costs of the Tenant Improvements, including all pre-construction costs, permit fees, project management, and costs of constructing the Tenant shall pay Landlord an amount equal to twenty-five Improvements (25%) percent of collectively, the Tenant’s “Tenant Improvement Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment”). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to $75.00 per rentable square foot of the Building (as determined by Architect and reasonably approved by Tenant in the Construction Documents in accordance with ANSI/BOMA Z65.3-2018 Gross Area 1 (Leasing Method) (the “BOMA Standard”)) (the “Allowance”), except that the Allowance shall not be used to pay for Tenant’s pro-rata share machinery, equipment and trade fixtures and other personal property (other than as documented in the approved TI Construction Documents), any Excluded Costs or any costs associated with construction management personnel engaged by Tenant in connection with this Lease. For the avoidance of doubt, all Excluded Costs shall be payable solely by Landlord and shall not be included in the calculation of Tenant Improvement Costs for the purpose of determining Tenant’s Contribution. Except as expressly set forth herein, Landlord’s payment of the cost of Allowance or the Tenant Improvement Costs (if such amount is less than the Allowance), shall satisfy in full Landlord’s obligation to pay the Allowance hereunder, and Landlord shall not be obligated to make any payment for any subsequent alterations or improvements to the Project whether or not the entire Allowance was expended on the initial Tenant Improvements. In Notwithstanding the foregoing, in the event the entire Allowance is not expended on the initial Tenant disputes Improvements, any payment required remaining amounts may be used for Tenant’s Work subject to be made, the approval of a draw request procedure agreed to by Landlord and Tenant in their reasonable discretion, including reasonable requirements regarding lien waivers delivered by Tenant. Furthermore, notwithstanding the foregoing, if an Event of Default is continuing at the time Landlord’s construction lender shall be evidence that 's payment of any portion of the payment Allowance is properly due from Tenant; providedunder this Work Letter, howeverthen, that if Tenant has a bona fide, good faith dispute as in addition to whether a payment is properly due, Tenant may elect any other remedies available to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each PhaseLandlord in this Work Letter or elsewhere in the Lease, Landlord shall submit may stop construction (including any pre-construction work) of the Improvements until such Event of Default is cured. If Landlord stops construction due to Tenant a final accounting an Event of Tenant’s Costs together with reasonable supporting documentation (includingDefault, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due such delay shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Delay and Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under responsible for all costs in connection with remobilizing the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderContractors and recommencing construction. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will agrees to provide Tenant an a tenant improvement allowance (the “Tenant "Allowance”") equal to Fifteen in an amount up to, but not exceeding, Thirty-one Thousand One Hundred Two Dollars and No/100 Fifty Cents ($15.0031,102.50) Dollars per square foot of Rentable Area in each Phase for the construction of the PremisesTenant Improvements; provided, which equals ahowever, total Tenant may elect to increase the Allowance to an amount of up to, but not exceeding, Forty-one Thousand Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 Seventy Dollars ($485,235.0041,470) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 by providing Landlord with written notice of such election at the time Tenant submits to Landlord the budget described in the second paragraph of subparagraph ($414,990.00b) Dollars for Phase 2 (subject to adjustment as provided above. The Allowance shall be applied by Tenant against the Tenant Improvements Costs incurred in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the Premises exceeds provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant Improvement Improvements Costs. Any and all costs in excess of the Allowance based on required to complete the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant ImprovementsImprovements in accordance with subparagraph (b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, Tenant shall pay submit to Landlord for its review and approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the Premises in connection with the construction of the Tenant Improvements ("Payment Request"). Each Payment Request shall be accompanied by a certification signed by the Tenant's general contractor and the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs to construct the Tenant Improvements, including change orders, and the amount expended for such items to date and the estimated costs to complete the Tenant Improvements. In addition, each Payment Request shall be accompanied by lien release waivers from all contractors, subcontractors and materialmen to be paid through such Payment Request and, with respect to completed work, final lien release waivers, all in form and content acceptable to Landlord. Within ten (10) business days after Landlord's approval of each such Payment Request, Landlord shall cause to be disbursed to Tenant's general contractor an amount equal to twenty-five ninety percent (2590%) of such approved Payment Request times the ratio which the total Allowance to be utilized by Tenant bears to the total construction cost set forth in the certifications by Tenant's general contractor and architects. Landlord shall cause to be disbursed the ten percent (10%) retention amount, up to the limit of the Tenant’s CostsAllowance, upon the issuance of an unqualified Certificate of Occupancy for the Expansion Space and the expiration of the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements. In the event that the Allowance (as such the same may be increased pursuant to this subparagraph (d) above) is more than Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) ("Base Allowance Amount"), then the amount is then determined by reference to which the Construction Budget. Such twenty-five Allowance (25as so increased) exceeds the Base Allowance Amount shall be fully amortized over the period commencing on the Expansion Space Commencement Date through the balance of the initial Term of the Lease at a rate of eleven percent (11%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until per annum ("Amortization Rate"), and all such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs amortized amounts shall be paid by Tenant to Landlord as Rent at the time and in the manner required for Tenant to pay monthly installmentsBase Rent as set forth in the Lease. Upon the occurrence of any Event of Default under the Lease, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy have the right, in addition to all other rights and remedies of Landlord, to accelerate the remaining principal balance of the documentation submitted or excess Allowance amount amortized hereunder and to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence require that the payment is properly due from entire amount thereof be immediately paid in full by Tenant; provided, however, that if . Should Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect fail to pay such remaining principal amount “under protest,” so that Tenant may reserve its rights with respect to within five (5) business days after such payments. (iii) After Substantial Completion of each Phaseelection by Landlord, Landlord such remaining principal amount shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple thereafter bear interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsAmortization Rate.

Allowance. (a) Landlord will provide Tenant Amount; Reimbursable Costs & Payment. Allowance means an allowance (the “Tenant Allowance”) equal amount up to Fifteen and No/100 ($15.00) Dollars per square foot a maximum of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five Eight Thousand Eight Hundred and No/100 00/100 Dollars ($485,235.00238,800.00) Dollars to reimburse Tenant for Phase 1the actual costs of design, engineering, plan review, obtaining all approvals and permits, and Four Hundred Fourteen Thousand Nine Hundred Ninety construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment shall be payable as provided in Section 1 of below. In no event shall the LeaseAllowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). To the extent that the total cost For purposes of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetthis Amendment, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant FF&E” shall pay Landlord an amount equal to twenty-five (25%) percent of the mean Tenant’s Costsfurniture, as such amount is then determined by reference furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the Construction BudgetOriginal Lease. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs Allowance shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord after the then remaining balance later of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction final completion of the Tenant Improvements or in Tenant taking occupancy Work and Landlord's receipt of the Premises resulting from (i) a certificate of completion prepared by Tenant’s failure Architect, (ii) final as-built plans and specifications pursuant to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default costs incurred by Tenant with respect to the Additional Allowance shall also be deemed Tenant Work. Tenant must prior to be a default under the Lease. Any date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs for such increased HVAC capacity as described in Exhibit D in excess out of the Additional Allowance Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be paid to retained by Landlord as part of Tenant’s Costsits sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. (a) Subject to the improvement allowance provisions of this Article 3 and any other provisions of this Work Letter to the contrary, the Eleventh Amendment Tenant Improvements shall be constructed at Tenant’s sole cost and expense. Landlord will shall provide Tenant an allowance of up to $122.50 per RSF of the Premises (i.e., up to $30,735,617.50, based on the Premises containing 250,903 RSF) (the “Eleventh Amendment Tenant Improvement Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot for the cost of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 design (subject to adjustment as provided the limitations set forth in this Section 1 of the Lease3.1). To the extent that the total cost of the , permitting and construction of the Eleventh Amendment Tenant Improvements Improvements, plus a space planning allowance to pay for preparation of a space plan (copies of which shall be provided to Landlord in pdf format) of up to $0.15 per RSF of the Premises exceeds the Tenant Improvement Allowance (i.e., up to $37,635.45, based on the Construction Budget, Tenant shall pay Premises containing 250,903 RSF) (the full amount of such excess (“Tenant’s CostsSpace Planning Allowance”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as in no event will Landlord be required to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay disburse any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject Eleventh Amendment Tenant Improvement Allowance or the Space Planning Allowance prior to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) the Extended Term Commencement Date. The Eleventh Amendment Tenant Improvement Allowance shall be used for the design, including architectural and engineering plans and specifications, purchase, installation and construction (including project management fees and costs) of the Eleventh Amendment Tenant Improvements which constitute permanent improvements to the Premises and the cost of all permits associated therewith (collectively, the “Eleventh Amendment Tenant Improvement Costs”). Landlord hereby acknowledges and agrees that costs of governmental permits and the Alteration Operations Fee (as defined below) shall be costs to which the Eleventh Amendment Tenant Improvement Allowance may be applied. In no event shall the Eleventh Amendment Tenant Improvement Allowance be used for the cost of the purchase of furniture, fixtures, moveable equipment, phones or other personal property. (b) Subject to the foregoing Paragraph 3.1(a), portions of the Eleventh Amendment Tenant Improvement Allowance shall be advanced to Tenant periodically on a monthly basis after the Extended Term Commencement Date and following the commencement of the design of the Eleventh Amendment Tenant Improvements by Tenant and after Tenant has delivered to Landlord (i) a request for payment of the Contractor (as defined below), approved by Tenant, on AIA forms G702 and G703 (or comparable forms reasonably approved by Landlord), showing the schedule, by trade, of percentage of completion of the Eleventh Amendment Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Article 4 of this Work Letter (as the same may be modified from time to time by Change Order); (ii) invoices or similar documentation from all of “Tenant’s Agents”, as that term is defined in Section 5.1(a) of this Work Letter, for labor rendered and materials delivered to the Premises; (iii) executed lien releases from all of Tenant’s Agents who have statutory lien rights which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 8424 (or any successor statute); and (iv) all other information reasonably requested by Landlord. Tenant may require Landlord to make one or more of such payments directly to those who are entitled to such payment because they provided materials or products or performed services in connection with the Eleventh Amendment Tenant Improvements and references “to Tenant” shall also include those designated by Tenant, and any such payment shall be treated as the disbursement by Landlord of the Eleventh Amendment Tenant Improvement Allowance and have the effect of reducing Landlord’s obligation with respect to the Eleventh Amendment Tenant Improvement Allowance by the amount so disbursed. Disbursements of the Eleventh Amendment Tenant Improvement Allowance shall be made by Landlord on or before the 25th day of each month with respect to complete payment requests made by Tenant on or before the 25th day of the prior month. If the cost of the Eleventh Amendment Tenant Improvements as reflected in the Construction Budget is greater than the Eleventh Amendment Tenant Improvement Allowance, each monthly disbursement made by Landlord shall be an amount equal to the cost of the Eleventh Amendment Tenant Improvements that are subject to the monthly payment request multiplied by a fraction, the numerator of which is the Eleventh Amendment Tenant Improvement Allowance and the denominator of which is the total cost of the Eleventh Amendment Tenant Improvements as reflected in the Construction Budget. In all events, ten percent (10%) of the amount of the Eleventh Amendment Tenant Improvement Allowance requested by Tenant in any given month (the “Retention Amount”) may be withheld by Landlord until all Eleventh Amendment Tenant Improvements for which Tenant may request reimbursement have been completed and Tenant has provided the following for all such Eleventh Amendment Tenant Improvements: (X) unconditional lien releases with respect to all work performed on the Eleventh Amendment Tenant Improvements, (Y) copies of job cards for all building permits obtained to complete the Eleventh Amendment Tenant Improvements signed off by all inspectors for the lawful occupancy of the Eleventh Amendment Tenant Improvements, and (Z) certificates in the form of AIA Form G-704, or another format approved by Landlord in its reasonable discretion, executed by Tenant’s Architect and Contractor. Notwithstanding anything to the contrary contained in this Work Letter, Landlord shall not be obligated to make any disbursement of the Eleventh Amendment Tenant Improvement Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to any portion of the Eleventh Amendment Tenant Improvements or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, or (C) an Event of Default by Tenant exists. If Landlord disputes any item in a request for payment, Landlord shall deliver a written objection to such item within ten (10) business days following Tenant’s submission of such request for payment, setting forth with reasonable specificity Landlord’s reasons for its dispute (a “Draw Dispute Notice”), and Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently and promptly resolve any such dispute. If and to the extent that Landlord timely delivers any Draw Dispute Notice, Landlord shall nevertheless be obligated to fund the portion of the disbursement requested by Tenant, if any, which Landlord is required to fund pursuant to this Section 3.1 and Landlord has not duly disputed. Landlord shall not be required to pay more than the Eleventh Amendment Tenant Improvement Allowance toward all costs, expenses and charges related to the Eleventh Amendment Tenant Improvement Costs. Landlord shall have no obligation to disburse any Eleventh Amendment Tenant Improvement Allowance after the Outside Allowance Date (as the same may be delayed as described herein and in the Eleventh Amendment), and in no event shall any unused Eleventh Amendment Tenant Improvement Allowance be credited towards rent. (c) If and to the extent Landlord fails to fund any disbursement of the Eleventh Amendment Tenant Improvement Allowance which is required to be funded by Landlord pursuant to Section 3.1 above, within thirty (30) days following Tenant’s submission to Landlord of a request for payment conforming to the provisions of Section 3.1, and provided Tenant is obligated to and does pay to third parties such amount which was required to be paid by the Eleventh Amendment Tenant Improvement Allowance, then Tenant shall have the right to offset any such amount paid by Tenant to such third parties against the Rent next due and payable by Tenant under the Lease, provided that Tenant will concurrently deliver notice to Landlord of the amount offset by Tenant. Any such offset made by Tenant shall be credited against Landlord’s obligations with respect to the Eleventh Amendment Tenant Improvement Allowance. (d) Tenant will reimburse Landlord for Landlord’s actual out-of-pocket third party costs incurred by Landlord in connection with the design, permitting and construction of the Eleventh Amendment Tenant Improvements (collectively, the “Alteration Operations Fee”), including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion Landlord’s review of the Tenant AllowanceConstruction Drawings; provided, but however, in no event shall such credit will the Alterations Operations Fee exceed $50,000.00. one percent (c1%) In addition of the aggregate hard and soft costs of the Eleventh Amendment Tenant Improvements. Notwithstanding anything to the contrary above, at the time Landlord makes any disbursement of the Eleventh Amendment Tenant Improvement Allowance for application to the cost of the Eleventh Amendment Tenant Improvements, Landlord shall retain from the Eleventh Amendment Tenant Improvement Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity as a partial payment of the HVAC system over Alteration Operations Fee, the HVAC system being provided Alteration Operations Fee then owing to Landlord. At such time as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Eleventh Amendment Tenant shall repay the Additional Improvement Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phasehas been entirely disbursed, Tenant shall shall, within thirty (30) days following written demand accompanied by reasonably detailed back up documentation and calculations, pay to Landlord (along with Tenant’s regular monthly payments of Base Rentthe remainder, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above)if any, over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be Alteration Operations Fee not yet paid to Landlord as part of Tenant’s CostsLandlord.

Allowance. (a) Subject to the terms and conditions of this Section, Landlord will shall provide Tenant with an allowance of up to One Million Dollars ($1,000,000.00) (the “Tenant Allowance”) equal ). The Allowance may be used for Tenant’s Work, which may include, but not be limited to, hard and soft costs associated with Tenant’s Work to Fifteen build the Building, and No/100 ($15.00) Dollars per square foot of Rentable Area may include furniture, fixtures, equipment in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) responsible for the monthly payments all costs of Tenant’s CostsWork in excess of the Allowance. Subject to the terms and conditions of this Section, and so long as described below. (ii) The remaining seventy-five (75%) percent there is no default ongoing beyond any notice and/or cure period, partial payments of Tenant’s Costs the Allowance provided by Landlord shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit made to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafterof Tenant submitting to Landlord evidence of each payment made to Tenant’s general contractor with: (i) a commercially reasonable breakdown of the Tenant’s Work included in the payment and (ii) a Form W-9, Request for Taxpayer Identification Number and Certification, executed by Tenant. The first twenty seven percent (27%) of the Allowance owed to Tenant shall pay be withheld by Landlord until completion of the then remaining balance building improvements on the Property, and Landlord’s obligation to disburse the first twenty seven percent (27%) of the Allowance is expressly conditioned upon receipt of the following “Allowance Deliverables”: (i) Tenant has furnished to Landlord a copy of a commercially reasonably detailed final cost breakdown for Tenant’s Costs, or Work and Landlord shall reimburse Tenant as has inspected the Premises to any excess amounts previously paid, as confirm that ▇▇▇▇▇▇’s Work has been completed in a good and workmanlike manner according to the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Approved Plans; (ii) Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, has furnished to Landlord as follows: Commencing on the Commencement Date of each Phase commercially reasonable final affidavits and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phasefinal lien releases from ▇▇▇▇▇▇’s general contractor, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rentif any, with the same provisions all subcontractors and all material suppliers for late charges all labor and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord materials performed or supplied as part of Tenant’s CostsWork (whether or not the Allowance is applicable thereto); and (iii) a copy of the certificate of occupancy from the governmental authority having jurisdiction has been delivered to Landlord.

Allowance. (a) At and after the date of the Lease, Landlord will shall provide Tenant with an allowance (in the “Tenant Allowance”) equal to Fifteen and No/100 amount of Four Million One Hundred Ten Thousand Dollars ($15.004,110,000) Dollars per square foot of Rentable Area to be used by Tenant as Tenant shall in each Phase its discretion determine in connection with its construction, fixturing, equipping and occupancy of the Premises, limited to moving related expenses and fees and expenses of Tenant's Space Planner as set forth in Paragraph 30.A. of the Lease and the purchase and installation of those items described Schedule 3 to this Work Letter (the "ALLOWANCE"). The Allowance shall be in addition to all of the Landlord's Work to be performed by Landlord and all other sums due or obligations of Landlord under the Lease or the Work Letter. At Tenant's sole discretion (i) the Allowance shall be applied against the cost of any Extra Work, upon delivery of invoices, contractor sworn statements and lien waivers or (ii) the Allowance shall be paid out to Tenant from time to time within forty-five (45) days of Tenant's notice requesting such payment; provided, however, that upon written notice from Landlord to Tenant within ten (10) days of Tenant's notice, Landlord may elect to defer payment of the Allowance to a date not later than the anticipated date on which equals aLandlord would be entitled to payment of the Allowance from the Construction Loan for the Building. The foregoing right to defer the payment of the allowance amount relating to the telephone switch shall be on the condition that Landlord shall be responsible for any price increases in such telephone switch unless prior to the expiration of Tenant's forty-five day notice, total Landlord shall deliver to Tenant an unconditional irrevocable letter of credit, in an amount equal to the cancellation charge which Tenant shall 133 be required to pay to the vendor of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars the telephone switch if the order for Phase 1such telephone switch is cancelled by Tena▇▇ ▇▇▇m a bank reasonably acceptable to Tenant, and Four Hundred Fourteen Thousand Nine Hundred Ninety with an expiration date thirty (30) days after the anticipated deferred payment date. Tenant shall be entitled to designate which items of such equipment and No/100 ($414,990.00) Dollars installation shall be paid for Phase 2 (subject to adjustment as provided with the Allowance in Section 1 of the Lease)whole or in part. To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled utilized along with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid provided by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord purchase equipment or items which are not more than monthly. Each request for payment leasehold improvements the ownership rights to any such items shall be accompanied by a copy of the documentation submitted or to be submitted by reasonably allocated between Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits and Tenant based on partial payment). respective contributions; and the Landlord and Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant practicable attempt to avoid common ownership and identify such specific items as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderbeing owned separately. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide shall pay for the costs of the Tenant an Improvements for the Allowance Premises, provided such costs shall not exceed the Tenant Improvement allowance (the “Tenant Allowance”"ALLOWANCE") equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area set forth in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided chart in Section paragraph 1 of this Work Letter and more particularly described in EXHIBIT D-1 attached hereto. The Allowance shall be applied toward the Lease). To the extent that the total cost of the purchase and construction of the Tenant Improvements to for the Premises exceeds Allowance Premises, including without limitation the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as followsfollowing: (i) Prior to commencement of construction Construction work for completion of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of Improvements for the Tenant’s Costs, Allowance Premises as such amount is then determined by reference to reflected in the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below.Contract; (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installmentsAll contractors' charges, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its general condition, performance bond premiums and construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up fees relating to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments.Allowance Premises; (iii) After Substantial Completion Tenant Improvements as shown on the approved Working Drawings for the Allowance Premises; (iv) Any modifications, alterations or changes to the Tenant Improvements from the Working Drawings for the Allowance Premises or for the remainder of each Phasethe Premises, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to limitation any elevator that may be required by Tenant or by applicable law for the extent available). Within thirty mezzanine; (30v) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises costs resulting from Tenant’s failure to make a Tenant Delay for any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (includingincluding without limitation the Warehouse Premises); (vi) Construction management fee for Landlord's construction manager not to exceed 5%, without limitationif any, reasonable architectural and engineering fees (subject payable in connection with the work for the Allowance Premises or for any changes to the limitation work for the Warehouse Premises (it being agreed that the Contractor may also charge a commercially reasonable construction management fee that will be included in Section 3(d)the Allowance; and (vii) Any design, above) engineering and permitting consulting fees payable in connection with the work for the Allowance Premises or for any changes to the extent applicable to work for the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00Warehouse Premises. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant Amount; Reimbursable Costs & Payment. Allowance means an allowance (the “Tenant Allowance”) equal amount up to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount a maximum of Four Hundred EightySeventy-Five Nine Thousand Two Hundred Thirty-Five and No/100 00/100 Dollars ($485,235.00479,000.00) Dollars to reimburse Tenant for Phase 1the actual costs of design, engineering, plan review, obtaining all approvals and permits, and Four Hundred Fourteen Thousand Nine Hundred Ninety construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment shall be payable as provided in Section 1 of below. In no event shall the LeaseAllowance be used to reimburse Tenant for Tenant's FF&E (as such term is defined herein). To the extent that the total cost For purposes of the construction of the Tenant Improvements this Amendment, "Tenant's FF&E" shall mean Tenant's furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the Premises exceeds the Tenant Improvement Original Lease. The Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord after the then remaining balance later of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction final completion of the Tenant Improvements or in Tenant taking occupancy Work and Landlord's receipt of the Premises resulting from (i) a certificate of completion prepared by Tenant’s failure 's Architect, (ii) final as-built plans and specifications pursuant to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default costs incurred by Tenant with respect to the Additional Allowance shall also be deemed Tenant Work. Tenant must prior to be a default under the Lease. Any date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs for such increased HVAC capacity as described in Exhibit D in excess out of the Additional Allowance Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be paid to retained by Landlord as part of Tenant’s Costsits sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. (a) Landlord will provide shall pay to Tenant an allowance of up to --------- $2,112,012.00 (the “Tenant "Allowance”") equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of towards the cost of the Tenant's Work (including the design fees of Tenant's architects and engineers). Payments shall be made to Tenant Improvements. In no more frequently than monthly and when and as Landlord receives waivers of lien from all contractors and subcontractors to the event Tenant disputes any payment extent required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation's lender, invoices from those to whom remaining amounts are duecontractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for the Tenant's Work, to the extent available)reasonable satisfaction of Landlord. Within Landlord shall, within twenty (20) days of a requisition therefor, pay to Tenant the amount of each such requisition. Such payments, in the aggregate, shall not exceed the Allowance. Landlord shall make final payment to Tenant within thirty (30) days thereafter, following the submission by Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting written statement from Tenant’s failure to make any 's architect or engineer that the Tenant’s Costs payments when due shall be 's Work has been completed in accordance with the approved plans, a final lien waiver executed by Tenant’s responsibility's general contractor and a final certificate of occupancy for the Premises. Tenant’s failure If Landlord fails to pay Tenant any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Allowance properly payable by Landlord to all Tenant under this Section 3.2 and such failure continues for thirty (30) days after written notice thereof from Tenant to Landlord and any holder of its remedies thereunder. (b) The a mortgage of which Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (includinghas been given notice, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). then Tenant shall receive a credit against have the Base Rent right to become due under set-off the Lease for any unused portion of the Tenant Allowanceamount thereof, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple together with interest at the rate of nine Interest Rate (9%) percent per annumdefined in Section 8.4 hereof), plus sales tax, to Landlord as follows: Commencing on against the Commencement Date of each Phase and continuing on rent next payable by Tenant hereunder until the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, aggregate amount so set-off by Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with equal the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsdue from Landlord.

Allowance. (a) Section 12 of the Fifth Amendment is amended and restated in its entirety to provide as follows: Landlord will provide Tenant an with a cash allowance of $2,332,700 (the “Tenant Allowance”) equal which Tenant may use, at its discretion, for remodeling, upgrades, alterations, equipment or other costs related to Fifteen the Premises. The Allowance, the Relocation Allowance and No/100 ($15.00) Dollars per square foot the 19th Floor Expansion Allowance are collectively referred to as the “Allowances”. Disbursements of Rentable Area in each Phase any portion of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars Allowances for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject Alterations shall be paid to adjustment as provided Tenant in Section 1 periodic disbursements within 30 days after receipt of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: following documentation: (i) Prior an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to commencement of construction be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested. Disbursements of any portion of the Allowances for items other than Alterations shall be paid to Tenant Improvementswithin 30 days after receipt of invoices for the cost incurred by Tenant. If Landlord fails to timely pay the Allowances or any portion thereof, Tenant’s obligation to pay Base Rent and Rent Adjustments (without interest or late charge) shall be deferred until the applicable portion of the Allowances is paid. Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, Base Rent and Rent Adjustments so deferred within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord after the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Allowances is paid to Tenant. Notwithstanding the foregoing, the amount of Base Rent and Rent Adjustments that Tenant Allowance, but in no event is entitled to defer shall such credit exceed $50,000.00. (c) In addition be limited to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity amount of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default Allowances that is not timely paid by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsLandlord.

Allowance. (aA) Landlord will provide Tenant an allowance shall make a contribution (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of towards the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan Work (including, without limitation, the costs of construction, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings) in the amount of Five Hundred Forty-Nine Thousand Six Hundred Fifty and No/100 Dollars ($549,650.00) (which is Fifty Dollars ($50.00) per square foot in the Square Footage), on the terms and conditions hereinafter set forth. The cost of Tenant’s bathroom facilities, as shown on Tenant’s approved space plan, shall be borne by Landlord and shall be in addition to the Allowance. The cost of Tenant’s restroom facilities including any design and planning cost, as shown on Tenant’s approved space plan, shall be borne by Landlord and shall be in addition to the Allowance. Further, Landlord agrees, in addition to the Allowance, to cover the cost of a certification by the Architect that all work test fit, with up to one revision, at a cost not to exceed One Thousand Ninety-Nine and 30/100 Dollars ($1,099.30) (which is ten cents ($0.10) per square foot in the date of Square Footage) (i) Landlord shall disburse the Allowance in monthly progress payments, upon Tenant’s request for payment and certification that the work for which disbursement is sought has been substantially completedperformed and that the amounts for which payment is requested are due and owing, along with any which disbursement shall be made to Tenant (or, at Landlord’s option, by check payable jointly to Tenant and to Tenant’s materialmen and contractors) within fifteen (15) business days after presentation by Tenant to Landlord of request for payment and appropriate, complete contractor’s affidavits and partial releases waivers of lien and/or showing that the work covered thereby has been performed in the Demised Premises. Before final payment, Tenant’s general contractor affidavits based on partial payment)shall submit final as-built plans. Tenant shall pay to Landlord, within ten (10) days after submission be responsible for the appropriateness and completeness of such items, an amount equal to contractors’ affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing. Disbursement of the Allowance shall not be deemed a waiver of Tenant’s pro-rata share obligation to comply with such provisions. Landlord has no obligation to disburse any portion of the Allowance if Tenant is in default under the Lease or this Work Letter. (ii) In the event that the cost of Tenant’s Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant Improvementsshall be entitled to use up to Forty Three Thousand Nine Hundred Seventy-Two and No/100 Dollars ($43,972.00) (which is Four Dollars ($4.00) per square foot in the Square Footage of such unused amounts) to pay for telephone installation, computer cabling, moving costs and furniture and equipment installed in the Demised Premises, or, at Tenant’s discretion, for any other hard and soft costs associated with Tenant’s Work. In the event Tenant disputes Landlord determines, at any payment required time, that the cost of Tenant’s Work and such other items for which the Allowance may be applied is or is likely to be madein excess of the amount of the then undisbursed portion of the Allowance, the approval of a draw request by Landlord’s construction lender then Tenant shall be evidence that the solely responsible for payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay of such amount “under protest,” so that Tenant may reserve its rights with respect to such paymentsexcess. (iii) After Substantial Completion of each PhaseIn the event that the Allowance is not fully disbursed, Landlord shall submit to Tenant a final accounting of in accordance with this Paragraph 9, by the date which is twelve (12) calendar months following the Lease Commencement Date, then Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those rights in and to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction such remainder of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall cease and be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00terminated. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an shall be entitled to a one-time tenant improvement allowance (the “Tenant Allowance”) equal to Fifteen and No/100 in the aggregate amount of $1,818,380.00 (i.e., $15.00) Dollars 55.00 per rentable square foot of Rentable Area in each Phase the Expansion Space plus $15.00 per rentable square foot of the Existing Premises) to be applied toward (a) the Allowance Items (defined in Section 1.2 below) and/or (b) a credit against Base Rent applicable to the Expansion Space coming due under the Agreement from and after the last day of the eighth (8th) full calendar month of the Expansion Term and/or (c) the cost of purchasing furniture, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1fixtures, and Four Hundred Fourteen Thousand Nine Hundred Ninety equipment to be used in the Premises by Tenant and/or (d) costs associated with the installation of telephone and No/100 data cabling, and/or ($414,990.00e) Dollars for Phase 2 (subject to adjustment as provided in Section 1 costs associated with moving into the Expansion Space. Notwithstanding the foregoing, the total portion of the LeaseAllowance that is applied toward items (b), (c), (d) and/or (e) shall not exceed, in the aggregate, $645,815.00 (i.e., $10.00 per rentable square foot of the Expansion Space plus $15.00 per rentable square foot of the Existing Premises). To Tenant, by written notice to Landlord (the extent that the total cost “Allowance Notice”) shall advise Landlord of the construction manner in which Tenant desires to apply the Allowance. Any portion of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount that is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of applied toward the cost of the Tenant ImprovementsImprovement Work shall applied in accordance with Section 1.2 below. In Any portion of the event Tenant disputes any payment required to be made, the approval of Allowance that is applied as a draw request by Landlord’s construction lender credit against Base Rent shall be evidence applied against the installment of Base Rent for the ninth (9th) full calendar month of the Expansion Term and, if necessary, consecutive calendar months thereafter. Any portion of the Allowance that the payment is properly due applied toward items (c), (d) and (e) shall be disbursed to Tenant within 45 days after Landlord's receipt of paid invoices from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. Tenant's actual costs of items (iiic), (d) After Substantial Completion and (e) as described above; provided that Tenant shall also be required to provide Landlord with unconditional waivers of each Phasemechanics liens with respect to any items that relate to work of a type for which a mechanics lien could be potentially be filed. Tenant shall be responsible for all costs associated with the Tenant Improvement Work, Landlord shall submit to Tenant a final accounting including the costs of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are duethe Allowance Items, to the extent available)such costs exceed the lesser of (i) the Allowance, or (ii) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. Within thirty (30) days thereafterNotwithstanding any contrary provision of this Agreement, if Tenant fails to use the entire Allowance by December 31, 2016, the unused amount shall revert to Landlord and Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in have no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant further rights with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Coststhereto.

Allowance. (a) Landlord will provide Tenant an allowance (shall be responsible for the “cost to construct and install the Tenant Allowance”) equal Improvements only to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost Cost Statement, taking into account any increases or decreases resulting from any Change Orders (as hereinafter defined) or as a result of any Tenant Delays, exceeds $42.00 per RSF (as defined in the Lease) of the construction Leased Premises (i.e, if the RSF is 34,436, the Allowance shall be $42.00 x 34,436 = $1,446,312.00) (the “Allowance”). If, following Tenant’s approval (or deemed approval) of the Cost Statement shows that the cost to construct and install the Tenant Improvements to will exceed the Premises exceeds the Tenant Improvement Allowance based on the Construction BudgetAllowance, Tenant shall pay Landlord, within ten (10) days following Landlord’s written request, which request shall not be submitted until a point of completion which requires funds in excess of the full Allowance, an amount equal to one-half (1/2) of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction excess. Following Substantial Completion of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five difference between the Cost Statement (75%taking into account any increases or decreases resulting from any Change Orders) percent of and the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, Allowance within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibilityrequest therefor. Tenant’s failure to pay any portion of Tenant’s Costs when due deliver the payments required in this paragraph shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling entitle Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of stop the construction and installation of the Tenant Improvements until such payment is received, and any resulting delay shall constitute a Tenant Delay (includingas hereinafter defined) hereunder. In addition, without limitation, reasonable architectural and engineering fees all delinquent payments shall accrue interest at the Prime Rate plus four percent (subject to 4%) per annum. If the limitation in Section 3(dAllowance exceeds the Cost Statement (taking into account any increases or decreases resulting from any Change Orders), aboveTenant may use such excess amount for the actual cost of Tenant’s moving expenses, CD’s, legal fees and expenses, telecommunication wiring costs and furniture. Any remaining amount of the Allowance shall be either (i) and permitting fees credited to Tenant upon occupancy of the extent applicable Leased Premises, or (ii) applied to the Tenant Improvements only)Rent at Tenant’s direction. Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused Any portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to Allowance not used on or before the Tenant Allowance, Landlord will make available to Tenant an additional allowance first anniversary of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsforfeited.

Allowance. (aA) Landlord will shall provide Tenant with an allowance (the “Tenant Allowance”) of $30.00 per rentable square foot for the Initial Premises. (B) The Allowance shall be used by Tenant for hard and soft construction costs in connection with Tenant’s Work, including architectural, engineering and permitting fees, moving costs, cabling, telephone systems, any partitioning needed to complete the furniture systems utilized by Tenant in the Initial Premises pursuant to Section 2.1.1 above, and Tenant’s Exterior Signage (defined in Section 6.2.7). ▇▇▇▇▇▇▇▇ Management Company shall, as compensation for its review of Tenant’s plans, receive from Tenant a fee equal to Fifteen and No/100 one percent ($15.001%) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction Tenant’s work, which fee may be paid out of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance. The Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) be payable as follows: (i) Prior to commencement of construction Forty percent (40%) of the Allowance shall be paid to Tenant Improvementswithin thirty (30) days following the last to occur of: (i) Tenant providing an affidavit from Tenant’s architect certifying that fifty percent (50%) of Tenant’s Work has been completed in accordance with the Final Plans, and (ii) Tenant’s request for such portion of the allowance. (ii) Forty percent (40%) of the allowance shall be paid to Tenant within thirty (30) days following the last to occur of: (i) Tenant’s delivery to Landlord of a copy of the certificate of occupancy (or temporary certificate of occupancy) issued in connection with Tenant’s Work, and (ii) Tenant’s request for such portion of the allowance. (iii) The final twenty percent (20%) of the allowance shall be paid to Tenant within thirty (30) days following the last to occur of: (i) delivery of Tenant’s architect’s affidavit that all of Tenant’s Work has been completed in accordance with the Final Plans and a final certificate of occupancy has been issued; (ii) Tenant has caused to be delivered to Landlord all final invoices from contractors, subcontractors and suppliers evidencing the total cost of Tenant’s Work, together with lien waivers from general contractors; (iii) Tenant has paid for the cost of Tenant’s Work, and has caused to be delivered to Landlord written evidence of such payment; and (iv) Tenant’s request for such portion of the Allowance. (C) With respect only to the Allowance for the Initial Premises, if there is any portion of such Allowance not utilized and requested by Tenant by April 1, 2009, Landlord shall be entitled to fifty (50%) percent and Tenant shall pay Landlord an be entitled to fifty (50%) percent of such unused portion of the Allowance, except that the sum of $30,000.00 shall be reserved until June 1, 2009, to apply to the cost of Tenant’s Exterior Signage (the reserved amount equal is called the “Signage Allowance”). After June 1, 2009, if any of the Signage Allowance is unused, it shall be equally split between to twenty-five the parties as hereinafter set forth. Fifty (2550%) percent of the Tenant’s Costs, as such amount is then determined by reference to unused portion of the Construction Budget. Such twenty-five (25%) percent Allowance and the unused Signage Allowance shall be maintained allocated to Tenant in an interest-bearing escrow account non-commingled with the Landlord’s other funds form of a monthly credit against the Fixed Rent owing under this Lease until such time as Tenant unused portion has paid to Landlord the been credited. The remaining seventy-five fifty (7550%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs unused Allowance and Siguage Allowance shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay accrue to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafterHowever, Tenant shall pay not be entitled to accrue any rent credit with regard to the Initial Premises after March 31, 2010, and all of remaining unused portions of the Allowance, including the Signage Allowance, shall accrue solely to the benefit of Landlord. If Tenant leases any expansion space pursuant to Sections 2.4, 2.5 and 2.6, and fails to submit a request to Landlord to distribute the then remaining balance entire allowance in connection with such expansion space in accordance with the provisions contained in this Section 3.3 on or before the date that is than one hundred and eighty (180) days following the commencement date for such expansion space, any unused amount shall accrue to the sole benefit of Tenant’s CostsLandlord, or Landlord it being understood that Tenant shall reimburse Tenant as not be entitled to any excess amounts previously paid, as the case may berent credit or abatement in connection therewith. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Allowance and to assist Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity in completing its build-out of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each PhaseInitial Premises, Tenant shall pay have the right to Landlord (along with Tenant’s regular monthly payments use all existing building materials and equipment currently on-site within the Premises, elsewhere within the Building, and within other buildings in the Park, provided that in the case of Base Rentmaterials and equipment located outside of the Premises, with the same provisions for late charges are not built-in items or otherwise attached or installed (rolls of carpeting, and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth aboveunattached hvac equipment being examples of permissible items), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. On the Effective Date, the RBL Claims shall be Allowed in their entirety for all purposes of the Plan in the aggregate principal amount of $188,500,000, plus any accrued and unpaid interest (accruing at the default rate to the extent provided under the RBL Credit Agreement), fees, costs, and other expenses arising under, and payable pursuant to, the RBL Credit Agreement on or before the Effective Date, which shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination, counterclaims, cross claims, defenses, disallowance, impairments, or any other challenges under applicable law or regulation by any entity. Treatment: On the Effective Date, each Holder of an Allowed RBL Claim will receive (a) Landlord will provide Tenant an allowance its pro rata share (determined as a percentage of all Allowed RBL Claims) of the “Tenant Allowance”All Lender Portion and (b) (i) if such Holder elects to participate in the Exit Revolving Facility, (x) such Holder’s pro rata share (determined as a percentage of all Allowed RBL Claims owned by Holders electing to participate in the Exit Revolving Facility) of the Exit Facility Revolving Lender Cash Portion and (y) Exit Facility Revolving Loans with a principal amount equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess Holder’s Allowed RBL Claim (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction after application of the Tenant ImprovementsAll Lender Portion and the Exit Facility Revolving Lender Cash Portion to such Holder’s Allowed RBL Claim) and commitments under the Exit Revolving Facility, Tenant shall pay Landlord an upon the terms and conditions set forth in the Exit Facility Term Sheet, and (ii) if such Holder does not elect to participate in the Exit Revolving Facility, Second Out Term Loans with a principal amount equal to twenty-five the amount of such Holder’s RBL Claim (25%) percent after application of the TenantAll Lender Portion to such Holder’s Costs, as such amount is then determined by reference to Allowed RBL Claim). The Liens securing the Construction Budget. Such twenty-five (25%) percent RBL Credit Facility shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification retained by the Architect that all work up Exit Facility Agent to secure the date of Exit Facility upon the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such paymentsEffective Date. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will shall provide Tenant an allowance to Tenant of $100,000.00 (the “Tenant Exterior Allowance”) equal to Fifteen reimburse Tenant for costs of improvements for a grade-level pedestrian connection to the Building, with walks, canopies, lighting, seating, snow melt, and No/100 (other aesthetic features and improvements as mutually designed by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020. In addition, Landlord shall provide an additional allowance to Tenant of $15.00) Dollars 10.00 per square foot (the “Interior Allowance”) to reimburse Tenant for costs of Rentable Area in each Phase of improvements for interior features and improvements as proposes and mutually agreed upon by Tenant and Landlord, provided that such improvements are completed by Tenant during the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase period commencing January 1, 2019 and Four Hundred Fourteen Thousand Nine Hundred Ninety ending December 1, 2020, and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided further that Tenant has not theretofore exercised its Early Termination Right. Such improvements shall be performed in Section 1 compliance with the provisions of this Lease, and the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Interior Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costsand Exterior Allowance, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent applicable, shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit disbursed to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafterfollowing Landlord’s confirmation that the relevant improvements have been completed in accordance with plans and specifications approved by Landlord, Tenant shall pay and receipt by Landlord the then remaining balance of Tenant’s Costsverification of costs and all applicable releases and waivers of liens. Additionally, or if Tenant exercises Extended Term 1 Landlord shall provide an allowance to Tenant of $5.00 per square foot (the “Extended Term Allowance”) to reimburse Tenant for costs of improvements to the Premises as mutually approved by Tenant and Landlord. Such improvements shall be performed in compliance with the provisions of this Lease, and the Extended Term Allowance shall be disbursed to any excess amounts previously paidTenant within thirty (30) days following Landlord’s confirmation that the improvements have been completed in accordance with plans and specifications approved by Landlord, as the case may be. Tenant’s Costs represent a reimbursement of monies expended and receipt by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any verification of costs and all applicable notice requirements or grace periods), entitling Landlord to all releases and waivers of its remedies thereunderliens. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant Amount; Reimbursable Costs & Payment. Allowance means an allowance (the “Tenant Allowance”) equal amount up to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount a maximum of Four Hundred EightySeventy-Five One Thousand Two Eight Hundred Thirty-Five Sixty and No/100 00/100 Dollars ($485,235.00471,860.00) Dollars to reimburse Tenant for Phase 1the actual costs of design, engineering, plan review, obtaining all approvals and permits, and Four Hundred Fourteen Thousand Nine Hundred Ninety construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment shall be payable as provided in Section 1 of below. In no event shall the LeaseAllowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). To the extent that the total cost For purposes of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetthis Amendment, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant FF&E” shall pay Landlord an amount equal to twenty-five (25%) percent of the mean Tenant’s Costsfurniture, as such amount is then determined by reference furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the Construction BudgetOriginal Lease. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs Allowance shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord after the then remaining balance later of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction final completion of the Tenant Improvements or in Tenant taking occupancy Work and Landlord's receipt of the Premises resulting from (i) a certificate of completion prepared by Tenant’s failure Architect, (ii) final as-built plans and specifications pursuant to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default costs incurred by Tenant with respect to the Additional Allowance shall also be deemed Tenant Work. Tenant must prior to be a default under the Lease. Any date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs for such increased HVAC capacity as described in Exhibit D in excess out of the Additional Allowance Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be paid to retained by Landlord as part of Tenant’s Costsits sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Subtenant shall be entitled to a one-time allowance in an amount not to exceed (i) $8,074,200 with respect to the 11th Floor and 12th Floor Subleased Premises in the aggregate (the “11th and 12th Floor Allowance”), and (ii) $2,422,260 with respect to the 10th Floor Subleased Premises (the “10th Floor Allowance”, and together with the 11th and 12th Floor Allowance, the “Allowance”), for the costs relating to the design, permitting and construction of the initial improvements be constructed by Subtenant that are to be permanently affixed in the 10th Floor Subleased Premises, the 11th Floor Subleased Premises and the 12th Floor Subleased Premises (as applicable, the “Subtenant Initial Improvements”). In clarification of the foregoing, the 11th and 12th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the eleventh (11th) and twelfth (12th) floors and the 10th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the tenth (10th) floor, and in no event will Sublandlord be obligated to make disbursements pursuant to this Work Agreement for an applicable portion of the Subleased Premises in an amount that exceeds the amount of the Allowance applicable to such portion of the Subleased Premises. Notwithstanding anything to the contrary set forth herein: (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase no portion of the 11th and 12th Floor Allowance shall be disbursed by Sublandlord after twenty four (24) months after the Delivery Date for the 11th Floor and 12th Floor Subleased Premises; and any portion, which equals aif any, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent 11th and 12th Floor Allowance that the total cost is not disbursed by Sublandlord on or before such date shall revert to Sublandlord and Subtenant shall have no rights thereto; and (b) no portion of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget10th Floor Allowance, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid disbursed by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days Sublandlord after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereaftermonths after the Delivery Date for the 10th Floor Subleased Premises; and any portion, Tenant shall pay Landlord the then remaining balance of Tenant’s Costsif any, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements 10th Floor Allowance that is not disbursed by Sublandlord on or in Tenant taking occupancy of the Premises resulting from Tenant’s failure before such date shall revert to make any Tenant’s Costs payments when due Sublandlord and Subtenant shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderhave no rights thereto. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premisesshall, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion terms of the Tenant AllowanceWork Letter, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 the Allowance ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund as defined in the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”Work Letter). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Suite 1 Commencement Date of each Phase and continuing thereafter on the first day of each month thereafter throughout during the fifteen (15) year Term of each PhaseBase Term, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient necessary to fully amortize the Additional portion of the Allowance actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 8% per annum over the Base Term, which interest shall begin to accrue on the date that Landlord first disburses such Allowance or any portion(s) thereof (plus interest as set forth above“TI Rent”). Tenant acknowledges that because a portion of the Allowance may be disbursed following the Commencement Date, over the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such period, plus sales taxdisbursement. Any default TI Rent remaining unpaid as of the expiration or earlier termination of this Lease resulting from a Default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance this Lease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease. TI Rent payable pursuant to this Section 4(b), if any, shall in no event be subject to annual adjustments pursuant to Section 4(a). In lieu of electing any use any portion of the Allowance for Excess TI Costs (as part defined in the Work Letter), Tenant may elect by delivery of Tenant’s written notice to Landlord prior to April 1, 2021, to reduce the amount of abated Base Rent available to Tenant with respect to ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ and/or Suites 2-4 (“Abatement Reduction”) and apply an amount equal to such Abatement Reduction to pay for Excess TI Costs incurred under the Lease. The total amount of abated Base Rent contemplated in Section 2 above (i) with respect to Suite 1 during the Suite 1 Abatement Period is equal to $133,705.00 (“Suite 1 Abatement Amount”), (ii) with respect to Suite 5 during the Suite 5 Abatement Period is equal to $103,628.00 (“Suite 5 Abatement Amount”), and (ii) with respect to Suites 2-4 during the Suites 2-4 Abatement Period is equal to $424,256.25 (“Suites 2-4 Abatement Amount”). To the extent that Tenant 739800997.11739800997.11 timely elects an Abatement Reduction in connection with Excess TI Costs, the amount of the Abatement Reduction shall first be applied against the Suite 1 Abatement Amount. To the extent that the Abatement Reduction exceeds the Suite 1 Abatement Amount, such additional amount of the Abatement Reduction shall be applied against the Suite 5 Abatement Amount and to the extent that the Abatement Reduction exceeds both the Suite 1 Abatement Amount and the Suite 5 Abatement Amount then, such additional amount of the Abatement Reduction shall be applied against the Suites 2-5 Abatement Amount until such Suites 2-4 Abatement Amount is exhausted and Tenant shall be required to pay for any additional Excess TI Costs.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference Work pursuant to the Construction Budgetapproved plans and specifications. Such twenty-five (25%) percent “Eligible Soft Costs” shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid deemed to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid costs and expenses incurred by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal which are directly and primarily related to Tenant’s pro-rata share Work and which related solely to the work of the cost of the Tenant Improvements. In the event Tenant disputes any payment required architect, space planner, engineer, or similar construction professional or which are direct payments made to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenantapplicable authorities for permitting and license fees; provided, however, that if Tenant has a bona fidein no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, good faith dispute as to whether a payment is properly dueEligible Soft Costs shall expressly exclude any financing costs, Tenant may elect attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay such amount “under protest,” so for any costs that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion are not Eligible Soft Costs or hard costs of each Phasereal property improvements or alterations, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to whom remaining amounts are due, be permanently affixed to the extent available)Premises. Within Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days thereafter, Tenant shall pay Landlord following the then remaining balance last to occur of: (i) completion of Tenant’s CostsWork, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to (ii) Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion receipt of Tenant’s Costs when due invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall constitute a default be under no obligation to pay for any of Tenant’s Work in excess of the Lease (subject to any applicable notice requirements or grace periods)Allowance. Further, entitling Landlord to all of its remedies thereunder. (b) The Tenant the Allowance shall only be used available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the cost terms of the construction of the this subsection (c) on or before December 31, 2014, at which time Tenant Improvements (including, without limitation, reasonable architectural hereby waives any and engineering fees (subject all rights to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will shall provide Tenant with an allowance in an amount up to, but not to exceed, One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Tenant Allowance”) equal to Fifteen and No/100 be used toward costs incurred by Tenant in installing additional air conditioning equipment in the Premises ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease“Improvements”). To Landlord shall pay the extent that the total documented cost of the construction of the Improvements directly to Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetor, Tenant shall pay the full amount of such excess (“at Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvementsoption, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share HVAC contractor, and deduct the amount of all such payments from the cost of Allowance. Notwithstanding the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phaseforegoing, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall not be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure obligated to pay any portion of Tenant’s Costs when due the Allowance unless and until Landlord shall constitute a default under have (i) approved all plans and specifications for such Improvements prior to commencement thereof; (ii) approved all contractors engaged by Tenant for the Lease performance of the Improvements prior to commencement thereof; (subject to any applicable notice requirements or grace periods), entitling Landlord to iii) received certificates of insurance from all of its remedies thereunder. such contractors; (biv) The Tenant Allowance shall be used for received invoices documenting the cost of the Improvements for which payment is requested; and (v) received unconditional lien waivers from all contractors performing labor or providing materials for any portion of the Improvements. In connection with its review of Tenant’s plans and specifications, Landlord may require Tenant to engage Landlord’s roof contractor for any roof penetrations necessary in connection with the Improvements, and the commercially reasonable cost thereof shall be deducted from the Allowance. All costs of construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid payable by Tenant. Tenant shall obtain all necessary permits and governmental approvals necessary for the Improvements at its sole risk and expense and shall cause the Improvements to be constructed in accordance with such permits and approvals and all applicable laws. Landlord as part shall have no obligation to pay, reimburse or allow Tenant any right of Tenant’s Costsoffset to the extent of any unspent portion of the Allowance. The Allowance shall be available to Tenant for a period of ninety (90) days following the date of this Amendment.

Allowance. (a) Landlord will provide Tenant an allowance (shall be responsible for the “cost to construct and install the Tenant Allowance”) equal Improvements only to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost Cost Statement, taking into account any increases or decreases resulting from any Change Orders (as hereinafter defined), exceeds $395,832.00 (the “Allowance”). If, following Tenant’s approval (or deemed approval) of the construction of Plans and Specifications, the Cost Statement shows that the cost to construct and install the Tenant Improvements to will exceed the Premises exceeds the Tenant Improvement Allowance based on the Construction BudgetAllowance, Tenant shall pay the full deliver to Landlord, within thirty (30) days following ▇▇▇▇▇▇▇▇’s written request, an amount equal to one-half (1/2) of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction excess. Following substantial completion of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five difference between the Cost Statement (75%taking into account any increases or decreases resulting from any Change Orders) percent of and the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, Allowance within ten (10) days after submission of such items, an amount equal to Landlord’s request therefor. Tenant’s pro-rata share of failure to deliver the cost payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Tenant ImprovementsImprovements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. Notwithstanding the event foregoing, if the Cost Statement exceeds the Allowance, Tenant disputes any payment required shall have the option, which option shall be exercised, if at all, by written notice to be madeTenant within thirty (30) days following ▇▇▇▇▇▇’s receipt of the Cost Statement, to amortize such excess (herein, the approval “Excess Cost”) over the period commencing as of November 1, 2003 and continuing through and including October 31, 2008 on a draw request by Landlord’s construction lender straight-line basis at an annual rate of twelve percent (12%), which amortization payments shall be evidence that paid monthly in the payment is properly due from Tenantsame manner as Base Rental; provided, however, that if Tenant has shall be permitted to amortize only a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such maximum amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, equal to the extent available). Within thirty product of (30a) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease Five and No/100 Dollars (subject to any applicable notice requirements or grace periods$5.00), entitling Landlord to all of its remedies thereunder. and (b) The Tenant Allowance shall be used for the cost rentable square feet of the construction Leased Premises. ▇▇▇▇▇▇ acknowledges and agrees that upon an early termination of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowancereason (including, but in no event shall such credit exceed $50,000.00. (cnot limited to, pursuant to casualty or condemnation or pursuant to Section 17(c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”below). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall immediately pay to Landlord all accrued and unpaid interest, together with the unamortized portion of said Excess Cost. If the Allowance exceeds the Cost Statement (along with taking into account any increases or decreases resulting from any Change Orders), Landlord and Tenant shall confirm the amount of such savings in writing, and such savings shall be credited to Tenant in such manner as Tenant reasonably requests which may include, without limitation and at Tenant’s regular monthly payments option, application of Base Rentsuch savings to the construction of Tenant Improvements related to future Construction Stages, with to any of the same provisions for late charges and defaults as applicable kinds of costs within the definition of “Improvement Costs”, above, to Base Rent payments) an amount sufficient Rental, to fully amortize the Additional Allowance any costs associated with any tenant improvements constructed by or on behalf of Tenant in any Expansion Space (plus interest as set forth abovehereinafter defined), over such periodand/or to the cost of any furniture, plus sales tax. Any default fixtures or equipment installed by Tenant with respect to in the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsLeased Premises or any Expansion Space.

Allowance. (a) Landlord will provide shall pay to the Tenant an named herein, one time only, a leasehold improvement allowance (in the “Tenant Allowance”) equal to Fifteen and No/100 (amount calculated at $15.00) Dollars 3.00 per square foot of the measured Rentable Area in each Phase of the Leased Premises, which equals aplus applicable taxes (“Allowance”), total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of be applied by Tenant toward the Lease). To the extent that the total cost of the construction of the Tenant Improvements Tenant’s Work. (b) Subject to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetprovisions of subsections 13(d) and (e) below, Tenant Landlord shall pay the full amount of such excess (“Allowance to Tenant within 90 days following Tenant’s Costs”delivery to Landlord of a formal written invoice requesting payment of the Allowance, which invoice must be delivered within 12 months following the Additional Premises Commencement Date. (c) as followsLandlord shall be under no obligation to pay any portion of the Allowance to Tenant until ▇▇▇▇▇▇ has executed and delivered to Landlord this Lease in the agreed upon form, and the following have occurred: (i) Prior to commencement of construction the Tenant’s Work has been completed expressly in accordance with the terms of the Lease; (ii) the Additional Premises Commencement Date; (iii) the actual, physical occupancy by Tenant Improvements, Tenant shall pay of the whole of the Leased Premises for the active and diligent conduct of business therefrom; and (iv) Tenant’s delivery to Landlord an amount equal to twentyof: (A) “as built” drawings for the Tenant’s Work; (B) copies of invoices (accompanied by reasonable back-five (25%up confirming such invoices have been paid in full) percent for the performance of all of the Tenant’s CostsWork evidencing payment of an aggregate amount at least equal to the amount of the Allowance; ​ (C) a statutory declaration signed by ▇▇▇▇▇▇ (or a senior officer of Tenant), to be issued after the expiry of all applicable statutory lien periods, certifying that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) Tenant has paid in full its general contractor engaged to complete the Tenant’s Work; (III) no lien has been, or may be, claimed with respect to the Tenant’s Work; and (IV) all construction lien periods have expired; (D) a statutory declaration signed by ▇▇▇▇▇▇’s general contractor (or a senior officer thereof), to be issued after the expiry of all applicable statutory lien periods, certifying that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) the contractor has been paid in full by Tenant; (III) all subcontractors engaged by the general contractor in connection with the Tenant’s Work have been paid in full by the general contractor; (IV) no lien has been, or may be, claimed with respect to the Tenant’s Work; and (V) all construction lien periods have expired; and (E) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly closed. (d) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project in connection with the Tenant’s Work or there is then an Event of Default. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Allowance to Tenant, Landlord shall hold the Allowance, without interest, until such time as such amount claim for lien or certificate of action has been discharged or such Event of Default has been remedied in accordance with this Lease, at which time Landlord shall release the Allowance to Tenant. (e) Landlord shall have the right to deduct from the Allowance all bona fide amounts owing to Landlord by Tenant under this Lease and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Allowance. (f) If at any time during the initial Term hereof: (i) this Lease is terminated by reason of an Event of Default; (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then determined by reference in such event, and without prejudice to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with any of the Landlord’s other funds rights and remedies available to it under the Lease and at law, the unamortized portion of the Allowance calculated from the Commencement Date on the basis of an assumed rate of depreciation of 8% interest rate charged on the unamortized portion each year of the Term up to and including the last day of the Term shall immediately become due and payable to Landlord as Additional Rent. (g) Subject to subsection (h) below, until such time as Tenant the Allowance has been paid to by Landlord pursuant hereto, the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued Allowance shall be held by Landlord without interest) for the monthly payments of Tenant’s Costs, as described below. (iih) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installmentsFor greater certainty, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements Allowance not claimed by Tenant expressly in accordance herewith on or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on before the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess anniversary of the Additional Allowance Premises Commencement Date shall be paid to Landlord as part of Tenant’s Costsapplied towards Base Rent.

Allowance. Lessor shall provide an allowance not to exceed Three Hundred Sixty Thousand Four Hundred Eighty and no/100 Dollars ($360,480.00) for all third party costs related to the design, permitting and construction of the Initial Lessee Improvements, as described above and other Alterations to the Existing Premises as approved by Lessor (which approval will not be unreasonably withheld, conditioned or delayed) pursuant to the terms of the Lease (the “Allowance”), including, but not limited to, the following costs: (a) Landlord will provide Tenant payments to Lessee’s contractors for labor, material, equipment, and fixtures; (b) fees paid to Lessee’s designers, architects and other consultants; (c) taxes, fees, charges, and levies by governmental and quasi-governmental agencies for permits or for inspections; (d) utilities incurred in the course of construction (but not to exceed 5% of the Allowance); (e) premiums for builder’s risk insurance; (f) costs incurred for the management and administration of construction; and (g) costs to correct any defect in the existing improvements. Any portion of the Allowance not used by Lessee by February 1, 2020 shall revert to the Lessor. The Allowance shall be paid in progress payments on a monthly basis as the Initial Lessee Improvement Work and other Alterations progresses in an allowance amount not to exceed ninety percent (90%) of the “Tenant Allowance”) . The progress payments shall be paid to Lessee on a reimbursement basis within 20 days after Lessee presents draw requests or invoices that detail the work performed and showing that Lessee has incurred design, permitting and/or construction costs in an amount at least equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase the requested progress payment, subject to Lessor’s inspection to confirm that such work has been performed. The remaining balance of the PremisesAllowance shall be payable to Lessee after Substantial Completion of all work, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 conditioned upon receipt of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as followsfollowing: (i) Prior to commencement of construction Lessor’s inspection and approval of the Tenant ImprovementsInitial Lessee Improvements and other Alterations, Tenant including (if applicable), a written certification from Lessor’s original roofing contractor stating that all roof penetrations have been properly sealed and the roof warranty shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained continue in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below.full force and effect; (ii) The remaining seventy-five (75%) percent Copies of Tenant’s Costs shall be all paid by Tenant to Landlord in monthly installmentsinvoices, based upon requests including a final summary of all costs for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by the Initial Lessee Improvements and other Alterations, and a copy of a full set of plans and details for the documentation submitted or to be submitted Initial Lessee Improvements and other Alterations as approved by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments.Lessor; (iii) After Substantial Completion An “unconditional waiver and release upon final payment” covering work completed; and (iv) Copies of each Phasecertificates of occupancy, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with signed inspection cards, permits and/or clearances required by all governing agencies, and reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, written proof that all fees relating to the extent available)Initial Lessee Improvements and other Alterations have been paid by Lessee. Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (considered an Inducement Provision subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion provisions of the Tenant Allowance, but in no event shall such credit exceed $50,000.00Paragraph 13.3 of this Lease. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. 57.1 So long as no Event of Default shall be existing under the Lease as of the date Tenant requests reimbursement of the Allowance (a) as defined below), Landlord will provide agrees to reimburse Tenant an allowance up to, and not to exceed, the sum of $1,285,775.00 (the “Tenant "Allowance”") equal to Fifteen and No/100 (based on a $15.00) Dollars per square foot of Rentable Area in each Phase 5.00 prsf of the Premises) for costs incurred in connection with the design and construction of the permanent improvements to the Premises, including but not limited to the professional services and its fees like architects, engineers, project managers, (the "Allowance Items"). Landlord shall pay the Allowance to Tenant upon delivery to Landlord of "Tenant's Allowance Notice" (as defined below) according to the terms and conditions of this Section 57.1. Not more frequently than once in any calendar month, Tenant may submit to Landlord a written notice indicating that Tenant has paid the cost of Allowance Items, which equals anotice shall be accompanied by all of the following (collectively, total amount "Tenant's Allowance Notice"): (i) copies of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars paid invoices for Phase 1the Allowance Items, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00ii) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent certification that the total cost of Special Allowance Items have been delivered to and installed in the Premises, (iii) final unconditional lien releases in compliance with California law from Tenant's general contractor and all subcontractors and material suppliers, showing that full payment has been received for the construction of the Allowance Items, and (iv) copies of all building permits (if any) required by the City in connection with the construction and installation of the Allowance Items signed by the appropriate building inspector, indicating that the Allowance Items have been finally approved. The Allowance shall be available for reimbursement to Tenant Improvements during the period from June 1, 2012 through July 1, 2013 (the "Window"). Any portion of the Allowance not requested by Tenant within the Window shall be deemed forfeited by Tenant and shall no longer be available for disbursement to or for the Premises exceeds account of Tenant. No part of the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) may be used as follows: (i) Prior to commencement of a credit against Rent or for any purpose other than construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction BudgetAllowance Items. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowanceforegoing conditions, Landlord will make available Landlord's obligation to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund disburse the increased capacity Allowance is conditioned upon Landlord's prior receipt of the HVAC system over the HVAC system being provided as part Security Deposit or Letter of the Shell ImprovementsCredit, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costswhichever is applicable.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant Improvements, Tenant shall pay Landlord an amount equal which are directly and primarily related to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference Work and which relate solely to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) applicable authorities for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenantpermitting and license fees; provided, however, that if Tenant has a bona fidein no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, good faith dispute as to whether a payment is properly dueEligible Soft Costs shall expressly exclude any financing, Tenant may elect attorney, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay such amount “under protest,” so that Tenant may reserve its rights with respect for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to such payments. (iii) After Substantial Completion be permanently affixed to the Premises. Payment of each Phase, the Allowance shall be made by Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafterfollowing the last to occur of: (i) completion of the Tenant’s Work, Tenant shall pay Landlord the then remaining balance (ii) Landlord’s receipt of Tenant’s Costsinvoice substantiating the costs related thereto, or (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed the Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final closed-out permit approved by the applicable governing authority for any work which requires the same. Landlord shall reimburse Tenant as be under no obligation to pay for any excess amounts previously paid, as of the case may be. Tenant’s Costs represent a reimbursement Work in excess of monies expended by Landlord on the Allowance. Further, the Allowance shall only be available for Tenant’s behalf. Payment when due shall be a condition use for work performed and submitted for reimbursement in accordance with the terms of this exhibit from the Extension Term Commencement Date through December 31, 2016, at which time Tenant hereby waives any and all rights to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance; provided, but in no event shall such credit exceed $50,000.00. (c) In addition however, that Landlord agrees to permit Tenant, upon Tenant’s written request, to commence any portion of the Tenant Allowance, Landlord will make available Tenant’s Work related solely to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over servicing the HVAC system being provided as part of existing server area located within the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect Premises prior to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsExtension Term Commencement Date.

Allowance. (a) Landlord will hereby agrees to provide to Tenant an allowance (Allowance in the “Tenant Allowance”) equal to Fifteen and No/100 (amount of $15.00) Dollars 7.00 per rentable square foot of Rentable Area space in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 Premises (being $485,235.00325,367.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease“Allowance”). To the extent that the total cost of the construction of the The Allowance shall be used and applied by Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (a) If Tenant so elects by written notice to Landlord, Landlord shall furnish and install approximately 99 parking stalls (“Parking Stalls”) in the area depicted on Exhibit A-1 (“Parking Election”). If Tenant exercises the Parking Election, subject to city approval of the same, Landlord must complete (subject to delays due to permitting, governmental regulations and delays by Tenant in responding to requests for approval), installation of the Parking Stalls on or before six months following the later to occur of (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid notice to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. or (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available)Execution Date. Within thirty (30) days thereafterfollowing completion of the Parking Stalls, Landlord shall provide to Tenant evidence of the reasonable costs and expenses paid by Landlord to third parties for the design, permitting and/or installation of the Parking Stalls and a construction management fee equal to 2% of all hard and soft costs of the Work shall be payable to Landlord, and such amounts (if any) shall be credited against the Allowance. If Landlord fails to complete the Parking Stalls and render them useable on or before the date herein required, Tenant shall pay have the right to give Landlord notice of such failure and if Landlord fails to complete the Parking Stalls within thirty (30) days after receipt of such notice from Tenant, then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition entitled to Landlord’s continued performance under this Workletter. Any delay in construction day-for-day abatement of the Tenant Improvements or in Tenant taking occupancy Base Rent payable under the terms of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion Lease as hereby amended, for each day that the completion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderParking Stalls is delayed. (b) The Tenant To the extent the Allowance shall is not used for and applied to the Parking Election, the Allowance may be used for the cost of the construction of and applied by the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject toward payment for Tenant’s improvements to the limitation in Section 3(d), above) Premises (“Tenant Improvements” and permitting fees to the extent applicable to the “Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional AllowanceElection”). Tenant The Construction Rider attached hereto as Exhibit A shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with govern Tenant’s regular monthly payments construction of Base Rent, with Tenant Improvements and the same provisions for late charges allocation and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional payment of Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsfunds therefor.

Allowance. (a) Landlord will provide Tenant Amount; Reimbursable Costs & Payment. Allowance means an allowance (the “Tenant Allowance”) equal amount up to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount a maximum of Four Hundred EightySeventy-Five Nine Thousand Two Hundred Thirty-Five and No/100 00/100 Dollars ($485,235.00479,000.00) Dollars to reimburse Tenant for Phase 1the actual costs of design, engineering, plan review, obtaining all approvals and permits, and Four Hundred Fourteen Thousand Nine Hundred Ninety construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment shall be payable as provided in Section 1 of below. In no event shall the LeaseAllowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). To the extent that the total cost For purposes of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetthis Amendment, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant FF&E” shall pay Landlord an amount equal to twenty-five (25%) percent of the mean Tenant’s Costsfurniture, as such amount is then determined by reference furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the Construction BudgetOriginal Lease. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs Allowance shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord after the then remaining balance later of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction final completion of the Tenant Improvements or in Tenant taking occupancy Work and Landlord's receipt of the Premises resulting from (i) a certificate of completion prepared by Tenant’s failure Architect, (ii) final as-built plans and specifications pursuant to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default costs incurred by Tenant with respect to the Additional Allowance shall also be deemed Tenant Work. Tenant must prior to be a default under the Lease. Any date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs for such increased HVAC capacity as described in Exhibit D in excess out of the Additional Allowance Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be paid to retained by Landlord as part of Tenant’s Costsits sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. (a) Landlord will provide shall reimburse Tenant for all or some portion of the Project Costs through an allowance (the “Tenant Allowance”"ALLOWANCE") equal to Fifteen and No/100 (in the amount of $15.00) Dollars 8.50 per rentable square foot of Rentable Area in each Phase of the Premisestwo portions of the Expansion Space. The Allowance shall be payable separately with respect to Expansion Space #1 and Expansion Space #2 in accordance with this Section 3.d. Provided that no default then exists with respect to Tenant's obligation to pay Rent and Tenant is then lawfully in occupancy of the applicable portion of the Expansion Space in the routine conduct of its business, which equals a, total Landlord shall pay to Tenant a sum in the amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 the lower of the Lease). To the extent that the total cost $8.50 per rentable square foot of the construction applicable portion of the Expansion Space Allowance or the actual Project Costs for such portion of the Expansion Space within 10 business days after the last to occur of the following: (i) Landlord's receipt of the Substantial Completion Certificate for such portion of the Expansion Space; and (ii) Landlord's receipt of full lien waivers for all of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of Work for such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction portion of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment)Expansion Space. Tenant shall pay to Landlord, within ten (10) days after submission of be solely responsible for all Project Costs for such items, an amount equal to Tenant’s pro-rata share portion of the cost Expansion Space in excess of the Tenant Improvements. In portion of the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights Allowance payable with respect to such payments. (iii) After Substantial Completion portion of each Phasethe Expansion Space. Project Costs shall not include, Landlord and the Allowance shall submit to Tenant a final accounting not be payable with respect to, any overhead or other "internal" costs or expenses of Tenant’s , any costs or expenses which are not actually paid to third parties unaffiliated with Tenant, or any costs of purchasing, leasing, and/or installing any equipment or other personal property which will not become part of the Premises and the property of Landlord upon installation in the Expansion Space. The $8.50 per rentable square foot maximum shall apply collectively to both of Expansion Space #1 and Expansion Space #2, so that if Project Costs together with reasonable supporting documentation (includingfor one portion of the Expansion Space do not equal $8.50 per rentable square foot, without limitation, invoices from those to whom remaining amounts are due, to but Project Costs for the extent available). Within thirty (30) days thereafterother portion exceed $8.50 per rentable square foot, Tenant shall pay Landlord the then remaining balance be entitled to be reimbursed for more than $8.50 per rentable square foot of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Project Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused second portion of the Tenant AllowanceExpansion Space, but in no event shall such credit exceed $50,000.00. (c) In addition to provided that the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity maximum amount of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under remain the Lease. Any costs lesser of $216,903 or total actual Project Costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsentire Expansion Space.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant Improvements, Tenant shall pay Landlord an amount equal which are directly and primarily related to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference Work and which relate solely to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) applicable authorities for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; permitting and license fees: provided, however, that if Tenant has a bona fidein no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, good faith dispute as to whether a payment is properly dueEligible Soft Costs shall expressly exclude any financing costs, Tenant may elect attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay such amount “under protest,” so that Tenant may reserve its rights with respect for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal properly which is not intended to such payments. (iii) After Substantial Completion be permanently affixed to the Premises. Payment of each Phase, the Allowance shall be made by Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafterfollowing the last to occur of: (i) completion of the Tenant’s Work, Tenant shall pay Landlord the then remaining balance (ii) Landlord’s receipt of Tenant’s Costsinvoice substantiating the costs related thereto, or (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed the Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall reimburse Tenant as be under no obligation to pay for any excess amounts previously paid, as of the case may be. Tenant’s Costs represent a reimbursement Work in excess of monies expended by Landlord on the Allowance. Further, the Allowance shall only be available for Tenant’s behalf. Payment when due shall be a condition use for work performed and submitted for reimbursement in accordance with the terms of this Exhibit on or before November 30, 2016, after which date Tenant hereby waives any and all rights to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant shall be provided with an allowance (the “"Tenant Improvement Allowance”") equal to Fifteen and No/100 of Forty-Six Thousand Four Hundred Thirty-One Dollars ($15.0046,431) Dollars (equivalent to $5.50 per rentable square foot of Rentable Area the Third Floor Remainder Space). The Tenant Improvement Allowance shall be used by Tenant for Alterations to the Third Floor Remainder Space (including costs associated with space planning, construction drawings, construction management and permit fees, but expressly excluding costs for furniture, fixtures, equipment and other personal property), which Alterations shall be conducted in each Phase accordance with, and subject to, the provisions of Article 8 of the PremisesOriginal Lease, which equals aas modified by this Section 5.2; provided that Landlord shall respond to Tenant's submittals of plans and specifications for work in the Third Floor Remainder Space within five (5) business days after receipt thereof. All Alterations shall also be performed in accordance with Landlord's Wilshire Courtyard Rules and Regulations Governing Construction. Landlord will allow Tenant to use a reputable general contractor, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided experienced in Section 1 of the Lease). To the extent that the total cost of the construction of tenant improvements in Comparable Buildings, selected by Tenant for the improvement of the Third Floor Remainder Space hereunder, subject to Landlord's reasonable approval. All subcontractors used by Tenant Improvements to for the Premises exceeds Alterations shall be from Landlord's approved vendor list. Landlord hereby pre-approves ▇▇▇▇▇▇▇ Architecture/Interiors as architect. Portions of the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit advanced to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, after Tenant shall pay has delivered to Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction copies of the Tenant Improvements original invoices for Tenant's work or labor performed and materials or supplies furnished in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but connection with such work; provided that in no event shall such credit exceed $50,000.00. (c) In addition Landlord be obligated to disburse any of the Tenant AllowanceImprovement Allowance after March 31, Landlord will 2012, and Tenant shall not make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 more than three ($150,000.003) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”)separate disbursement requests. Tenant shall repay obtain such verification, reports and lien waivers and releases from contractors, subcontractors and materialmen and shall satisfy such other standard construction loan disbursement conditions as reasonably may be required by Landlord. Landlord shall not be required to pay more than the Additional Tenant Improvement Allowance (plus simple interest at the rate of nine (9%) percent per annum)toward all costs, plus sales taxexpenses and charges related to Tenant's Alterations, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments be responsible for the remaining portion of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsany payment required.

Allowance. (a) Landlord will provide Tenant an allowance shall cause a contractor designated by Landlord (the “Tenant AllowanceContractor”) equal to Fifteen and No/100 ($15.00i) Dollars per square foot of Rentable Area in each Phase obtain all applicable building permits for construction of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1Tenant Improvements, and Four Hundred Fourteen Thousand Nine Hundred Ninety (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and No/100 ($414,990.00) Dollars all applicable laws in effect at the time of construction, and in good workmanlike manner. Landlord shall pay for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the design and construction of the Tenant Improvements in an amount up to, but not exceeding, $70.00 per rentable square foot of the Premises (i.e., up to $2,651,250.00, based on 37,875 rentable square feet of the Premises (the “Allowance”). The cost of the design and construction of the Tenant Improvements shall include Landlord’s construction supervision and management fee in an amount equal to the Premises exceeds product of (i) three percent (3%) and (ii) the Tenant Improvement amount equal to the sum of the Allowance based on and the Construction Budget, Over-Allowance Amount (as such term is defined below). Tenant shall pay for all costs in excess of the full amount of such excess Allowance (“Over-Allowance Amount”), which payment shall be made to Landlord in cash within ten (10) days after Tenant’s Costs”receipt of invoice therefor from Landlord and, in any event, prior to the date Landlord causes the Contractor to commence the actions described in the first sentence of this Section 3. In the event that after Tenant pays the Over-Allowance Amount Tenant requests any changes, change orders or modifications to the Approved Working Drawings (which Landlord approves pursuant to Section 2 above) as follows: (i) Prior which increase the cost to commencement of construction of construct the Tenant Improvements, Tenant shall pay such increased cost to Landlord an amount equal immediately upon Landlord’s request therefor, and, in any event, prior to twenty-five (25%) percent the date Landlord causes the Contractor to commence construction of the Tenant’s Costschanges, change orders or modifications. Except as such amount is then determined by reference set forth below, in no event shall Landlord be obligated to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) pay for the monthly payments any of Tenant’s Costsfurniture, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; such items shall be paid for by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment)Tenant. Tenant shall not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the Allowance not used to pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of for the cost of the design and construction of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if so long as the Tenant has a bona fideImprovements have been completed and all Allowance items have been paid, good faith dispute and so long as to whether a payment is properly dueno Event of Default exists under the Lease, Tenant may elect use any unused portion of the Allowance not to pay such exceed an amount equal to $10.00 per square foot of rentable area in the Premises as a credit against Base Rent due under the Lease and/or toward Tenant’s fixtures, furniture and equipment (“under protest,” so that FFE”). Tenant may reserve its rights shall present Landlord with respect to such payments. (iii) After Substantial Completion of each Phasepaid invoices for the FFE, and Landlord shall submit to reimburse Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderafter receipt thereof. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "Allowance") in the amount of $43,620.00 (i.e., $15.00 per rentable square foot of the Suite 2020 Expansion Space) to be applied toward (a) Landlord will provide the Allowance Items (defined in Section 1.2 below) and/or (b) a credit against Base Rent coming due under the Lease from and after December 31, 2014 and/or (c) the cost of purchasing furniture, fixtures, and equipment to be used in the Premises by Tenant an allowance and/or (d) costs associated with the “installation of telephone and data cabling and/or (e) costs associated with moving into the Suite 2020 Expansion Space and/or (e) costs associated with the Tenant Allowance”Improvement Work contemplated in Exhibit B of the Second Amendment. Notwithstanding the foregoing, the total portion of the Allowance that is applied toward items (b), (c), (d) equal to Fifteen and No/100 and/or (e) shall not exceed, in the aggregate, $15.00) Dollars 14,540.00 (i.e., $5.00 per rentable square foot of Rentable Area in each Phase the Suite 2020 Expansion Space). Tenant, by written notice to Landlord (the "Allowance Notice") shall advise Landlord of the Premises, manner in which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject Tenant desires to adjustment as provided in Section 1 apply the Allowance. Any portion of the Lease). To the extent Allowance that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of applied toward the cost of the Tenant ImprovementsImprovement Work shall applied in accordance with Section 1.2 below. In Any portion of the event Tenant disputes any payment required to be made, the approval of allowance that is applied as a draw request by Landlord’s construction lender credit against Base Rent shall be evidence applied against the installment of Base Rent for January, 2015 and, if necessary, consecutive calendar months thereafter. Any portion of the Allowance that the payment is properly due applied toward items (c), (d) and (e) shall be disbursed to Tenant within 45 days after Landlord's receipt of paid invoices from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. Tenant's actual costs of items (iiic), (d) After Substantial Completion and (e) as described above; provided that Tenant shall also be required to provide Landlord with unconditional waivers of each Phasemechanics liens with respect to any items that relate to work of a type for which a mechanics lien could be potentially be filed. Tenant shall be responsible for all costs associated with the Tenant Improvement Work, Landlord shall submit to Tenant a final accounting including the costs of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are duethe Allowance Items, to the extent available)such costs exceed the lesser of (i) the Allowance, or (ii) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. Within thirty (30) days thereafterNotwithstanding any contrary provision of this Agreement, if Tenant fails to use the entire Allowance by October 31, 2015, the unused amount shall revert to Landlord and Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in have no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant further rights with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Coststhereto.

Allowance. (a) Landlord will provide Tenant an allowance agrees to contribute the sum of up to $75.00 per rentable square foot of the First Must-Take Space (the “Tenant Allowance”First Must-Take Space Allowance “) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of toward the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of design, permitting and construction of Tenant Improvements in the First Must-Take Space. The First Must-Take Space Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans, for project management fees associated with the performance of the Tenant Improvements to the Premises exceeds First Must-Take Space and for hard costs in connection with the Tenant Improvement Improvements to the First Must-Take Space. Landlord shall disburse the First Must-Take Space Allowance based on to Tenant subject to and in accordance with the Construction Budget, Tenant shall pay provisions applicable to the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction disbursement of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained Allowance described in an interest-bearing escrow account non-commingled with the Exhibit C. Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments review and approval of Tenant’s Costs, as described below. (ii) The remaining seventyplans and specifications for the Tenant Improvements to be constructed within the First Must-five (75%) percent of Tenant’s Costs Take Space shall be paid governed by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy the provisions of Section 2 of the documentation submitted or Work Letter. In no event shall Tenant be entitled to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date any disbursement of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days First Must-Take Space Allowance after submission of such items, an amount equal to Tenant’s pro-rata share the first anniversary of the cost of First Must-Take Delivery Date (the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant“Outside First Must-Take Allowance Date”); provided, however, that if Tenant has the Outside First Must-Take Allowance Date shall be extended on a bona fide, good faith dispute day-for-day basis for each day that the design or construction of the First Must-Take Space Alterations is delayed by Landlord Delay (defined in the Work Letter) or Force Majeure. Other than providing the First Must-Take Space Allowance as described in the foregoing sentence and the obligation to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phaseperform the First Must-Take Space Base Building Improvements, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure have no obligation to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods)improvements, entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural alterations and/or provide and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available concessions to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, connection with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsFirst Must-Take Space.

Allowance. Landlord shall pay all Tenant Improvement Costs in an amount not to exceed the Allowance. If the final costs for Tenant's Work exceed the Allowance (a) “Excess Costs”), those Excess Costs shall be paid by Tenant following full disbursement by Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the PremisesAllowance. Provided this Lease is in full force and effect and Tenant is not in Default hereunder beyond any applicable notice and grace period, which equals aLandlord shall pay Allowance to Tenant consistent with the terms and conditions of this Section. Prior to, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five during and No/100 ($485,235.00) Dollars for Phase 1following Tenant’s Work, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 the case may be, Landlord shall make monthly disbursements of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement On or before the twenty fifth (25th) day (the “Submittal Date”) of construction each calendar month commencing with the first calendar month following the execution of the Tenant Improvementscontract with the General Contractor, the General Contractor or Tenant shall pay deliver to Landlord an amount equal (a) a request for payment (“Draw Request”); (b) invoices from all contractors, consultants, materialmen, laborers and suppliers directly retained by Tenant for Tenant’s Work for the applicable payment period (which are covered by the Request for Payment); and (c) executed conditional mechanic’s lien releases from subcontractors and other parties (who have potential mechanics’ liens rights under applicable law), for all work requested to twenty-five be paid; and (25%d) percent unconditional lien releases, if applicable, for all Tenant’s Work paid for from the Allowance on any prior Draw Request. Landlord’s receipt of the Draw Request shall be deemed to constitute Tenant’s Costs, as authorization for Landlord to disburse the amounts requested to General Contractor and to deduct such amount is then determined by reference to amounts from the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described belowAllowance. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted On or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within before ten (10) days after submission Landlord’s receipt of a Draw Request (the “Payment Date”), and provided Landlord receives the items set forth in clauses (a) – (d) above, Landlord shall deliver a check to Contractor or Tenant, as directed by Tenant, in payment of the lesser of (A) the amounts so requested less a ten percent (10%) retention (the aggregate amount of such itemsretentions to be known as the “Final Retention”), and (B) the balance of any remaining portion of the Allowance (not including an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such paymentsFinal Retention). (iii) After Substantial Completion of each PhaseChecks for the Final Retention payable to General Contractor shall be delivered by Landlord, Landlord shall submit as directed by Tenant, to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to or the extent available). Within General Contractor within thirty (30) days thereafter, following submission by Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease of: (subject to any applicable notice requirements or grace periods), entitling Landlord to a) “as-built” drawings showing all of its remedies thereunder. Tenant Improvements, (b) The Tenant Allowance shall be used for the cost a detailed breakdown of the Tenant's final and total construction of the Tenant Improvements (includingcosts, without limitationtogether with receipted invoices showing payment thereof, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to a certified, written statement from Tenant's architect that all of Tenant Improvements has been completed in accordance with the Drawings, (d) all required AIA forms, supporting final lien waivers, and releases executed by the architect, General Contractor, the major subcontractors and all subcontractors and suppliers in connection with Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annumImprovements who by law have potential mechanic’s lien rights), plus sales tax, to Landlord as follows: Commencing on the Commencement Date (e) a copy of each Phase and continuing on the first day a certificate of each month thereafter throughout the fifteen (15) year Term occupancy or amended certificate of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant occupancy required with respect to the Additional Allowance shall also be deemed Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Premises, and (f) proof reasonably satisfactory to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess Landlord that Tenant has complied with all of the Additional conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements, including, at Landlord's option, a certificate from Landlord's construction manager after inspection of Tenant Improvements (“Final Retention Draw Request”). Upon Landlord's receipt and approval of the Final Retention Draw Request, Landlord shall pay the balance of Allowance less the Construction Management Fee. Payment by Landlord shall be paid to made within thirty (30) days, unless Landlord as part in good faith notifies Tenant, in writing, of Tenant’s Costsits dispute (and the reasons therefor) of any or all of the Final Retention Draw Request. To the extent Landlord does not so reject any portion of said Final Retention Draw Request, Landlord shall timely pay such acceptable portion of the Final Retention Draw Request.

Allowance. (a) Landlord will shall provide Tenant with an additional leasehold improvement allowance of up to $600,000 (the “Tenant Allowance”) equal ). The Allowance may only be used for leasehold improvements in and to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals aimprovements shall be consistent in quality and type with those leasehold improvements already in place. In no event shall the Allowance be used for trade fixtures, total amount equipment, furnishings or other removable personal property of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five Tenant. Any leasehold improvements constructed by Tenant in the Premises shall be constructed pursuant to plans and No/100 ($485,235.00) Dollars for Phase 1specifications approved by Landlord and by a general contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and Four Hundred Fourteen Thousand Nine Hundred Ninety shall otherwise be constructed in accordance with the provisions of Sections 9 and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 10 of the Lease). To the extent All construction shall be done at Tenant’s expense (provided that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay be reimbursed for the full amount Allowance as set forth herein), in a good and workmanlike manner, and shall comply at the time of such excess (“completion with all Laws and Requirements. Tenant shall deliver to Landlord copies of all certificates of occupancy, permits and licenses required to be issued by any authority in connection with Tenant’s Costs”) as follows: (i) Prior to commencement of construction of construction. Draws against the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent Allowance shall be maintained disbursed to Tenant by Landlord promptly (and in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five no event later than thirty (75%30) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%calendar days) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid after submittal by Tenant to Landlord of evidence of the costs and expenses of the leasehold improvements, evidence of payment thereof by Tenant, and lien waivers from all persons supplying labor or materials to the leasehold improvements. The Allowance may be disbursed in monthly installmentsperiodic draws, based upon requests for payment submitted by Landlord not but no more frequently than monthly. Each request If the costs and expenses of the leasehold improvements in and to the Premises exceed the Allowance, Tenant shall be solely responsible for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvementsexcess. In the event the budget for the leasehold improvements is estimated by Landlord and Tenant disputes any payment required to be madeexceed 125% of the Allowance, Tenant will either (i) directly pay (without recourse to the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; providedAllowance), howeverand provide Landlord lien waivers for, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction costs sufficient to bring the remainder of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to budgeted costs within the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. or (cii) In addition to deposit the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall with Landlord to be paid disbursed by Landlord after the full disbursement of the Allowance, to Landlord as part insure that all construction is completed lien free (any excess Tenant funds will be returned to Tenant upon completion of Tenant’s Coststhe project and full payment of the project costs).

Allowance. (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premisesshall, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion terms of the Tenant AllowanceWork Letter, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 the Allowance ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund as defined in the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”Work Letter). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing thereafter on the first day of each month thereafter throughout during the fifteen (15) year Term of each PhaseBase Term, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient necessary to fully amortize the Additional portion of the Allowance actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 7% per annum over the Base Term, which interest shall begin to accrue on the later of the Commencement Date and the date that Landlord first disburses such Allowance or any portion(s) thereof (plus interest as set forth above“TI Rent”). Tenant acknowledges that because a portion of the Allowance may be disbursed following the Commencement Date, over the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such period, plus sales taxdisbursement. Any default TI Rent remaining unpaid as of the expiration or earlier termination of this Lease resulting from a Default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance this Lease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease. TI Rent shall not be subject to annual adjustments pursuant to Section 4(a). Notwithstanding anything to the contrary contained herein, to the extent that, following the completion and payment in full of the TI Costs (as part defined in the Work Letter) under the Work Letter, any portion of Tenant’s Coststhe Additional Amount (as defined in the Work Letter) remains unapplied toward TI Costs (“Remaining Additional Amount”), then the monthly Base Rent payable by Tenant pursuant to this Lease shall be reduced by an amount equal to fully amortize the such Remaining Additional Amount in equal monthly payments with interest at a rate of 7% per annum over the Base Term. For example, if, following the completion and payment in full of the TI Costs under the Work Letter, the Remaining Additional Amount is $100,000, then Base Rent shall be reduced by $1,355.47 per month.

Allowance. (a) Landlord will provide agrees to give Tenant credit, subject to the terms of this Section, for an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 (i) $15.00) Dollars 25 per square foot of Rentable Area floor area in each Phase of the Premises, as the base allowance, plus (ii) $150,000 for the cost of Tenant’s Pylon Sign, plus (iii) an amount, which equals aLandlord and Tenant will agree to in good faith, total amount as a credit to Tenant, equal to Landlord’s cost savings for not performing the items of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1work listed in Exhibit E, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject but only to adjustment as provided in Section 1 of the Lease). To the extent that Landlord has not performed those items of work on the total date of this Lease, plus (iv) $4 per square foot of floor area in the Premises, including the Connector, for electrical distribution. “Tenant Improvement Costs” means: (a) Landlord’s out-of-pocket costs for preparing the Approved Tenant Improvement Plans; (b) the cost of the construction of the Tenant Improvements to the Premises exceeds obtaining all permits and approvals for the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess Work; and (“Tenant’s Costs”c) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant ImprovementsImprovement Work, including all payments to the general contractor for the Tenant Improvement Work. In If the event Tenant disputes any payment required to be made, Improvement Costs exceed the approval amount of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly dueAllowance, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used is solely responsible for the cost of the construction of the Tenant Improvements (includingexcess cost, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord which it will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, pay to Landlord as follows: Commencing on after Landlord has paid or incurred invoices equal to the Commencement Date amount of each Phase the Allowance, Landlord may submit any additional invoices it receives for Tenant Improvement Costs and continuing on Tenant will, within 25 days, either directly pay the first day person who issued the invoice, or, if Landlord has paid the invoice, reimburse Landlord. If the Tenant Improvement Costs are less than the total amount of each month thereafter throughout the fifteen (15) year Term of each PhaseAllowance, Tenant shall pay is entitled, upon written request, to Landlord do one or both of the following: (along with Tenant’s regular monthly payments of Base RentA) use the unused Allowance for costs Tenant incurs for Alterations other than the Tenant Improvements that are constructed within 12 months after the Phase 2 Delivery Date; and (B) use the unused Allowance, with the same provisions for late charges and defaults as applicable to Base Rent payments) in an amount sufficient up to fully amortize $5 per square foot of floor area in the Additional Premises, to purchase and install personal property and equipment in the Premises within 90 days after all of the Tenant Improvement Work is substantially complete and Tenant has occupied the Phase 2 Premises. If Tenant uses any part of the Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Leasepreceding sentence, Tenant must request reimbursement within 15 months after the Phase 2 Delivery Date for Alterations, and within 180 days after Tenant occupies the Phase 2 Premises, for personal property and equipment. Any costs To the extent Tenant does not use the entire Allowance for such increased HVAC capacity as described in Exhibit D in excess Tenant Improvement Costs and additional Alterations or personal property and equipment under the preceding two sentences, Tenant forfeits that unused portion of the Additional Allowance shall be paid and is not entitled to receive it as a rent credit or in any other form. Except for the Allowance, Landlord as part of Tenant’s Costshas no obligation to give Tenant any allowance or otherwise pay or reimburse Tenant for any costs related to demolishing or constructing improvements in the Premises, moving, purchasing, or installing any fixtures, equipment, or inventory, or otherwise occupying and opening for business in the Premises.

Allowance. (a) Tenant acknowledges that Landlord will provide is not obligated to make any improvements to the Premises. During the calendar year 2013, Tenant, at Tenant’s request, shall have the right to make such improvements to the Premises as are mutually agreed upon by the parties. Landlord hereby grants Tenant an allowance equal to Six Hundred Ninety Nine Thousand One Hundred Fifty One and 25/100 Dollars ($699,151.25) (the “Tenant Allowance”) equal towards the costs of such improvements. Tenant shall be responsible for preparing all construction documents, subject to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the PremisesLandlord’s prior consent, which equals aconsent shall not be unreasonably withheld, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject conditioned or delayed. Tenant’s improvements shall be referred to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as followsWork.” Tenant shall apply for and obtain all required permits and deliver copies thereof to Landlord prior to commencing Tenant’s Work. In such event, Landlord shall disburse the Allowance in accordance with the following provisions: (i) Prior 3.1 Commencing as of January 1, 2013, the Allowance shall be disbursed to commencement Tenant on a progress payment basis. Proper draw requests submitted by the 20th day of construction any calendar month shall be paid by the 15th day of the Tenant Improvements, Tenant following calendar month. Each of Landlord’s progress payments shall pay Landlord be limited to an amount equal to twenty-five the aggregate amounts theretofore paid by Tenant (25as certified by Tenant’s architect) to Tenant’s contractors, subcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the Allowance. Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) percent of each progress payment made until the Tenant’s CostsWork is fifty percent (50%) complete, as and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such retainage, and in the event that Tenant fails to provide such evidence, then Landlord may withhold an amount is then determined by reference equal to the Construction Budgetretainage described above. Such twenty-five (25%) percent All requests for disbursement of the Allowance, if any, shall be maintained accompanied by (i) certificate signed by Tenant or Tenant’s architect (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in an interest-bearing escrow account non-commingled connection with work on the Tenant Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been completed substantially in accordance with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. approved plans and specifications and (ii) The remaining seventy-five (75%) percent paid receipts or such other proof of Tenant’s Costs payment as Landlord shall reasonably require for all such work completed. 3.2 If any of the Allowance is not paid pursuant to subsection 3.1 above, it shall be paid by Landlord to Tenant upon completion of the Tenant's Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection 3.1 above, accompanied by lien waivers satisfactory to Landlord in monthly installmentsexecuted by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to subsection 3.1 above, based upon requests for (ii) paid receipts or such other proof of payment submitted by as Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect reasonably require evidencing that all work up to the date of the request for final payment has been substantially completed, along made for all materials and labor furnished in connection with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be madeWork, the approval and (iii) copy of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so final unconditional certificate of occupancy evidencing that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking commence occupancy of the Premises resulting from for all purposes set forth in this Lease if one is required for Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibilityoccupancy. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused Any portion of the Tenant AllowanceAllowance remaining as of December 31, but in no event 2013 shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default deemed forfeited by Tenant with respect and shall not be applied to the Additional Allowance shall also be deemed to be a default future alterations or Rent due under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess Such improvements shall be subject to the provisions of Section 10 of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsLease.

Allowance. (a) Provided that there is no uncured Event of Default by Tenant under the Existing Lease and subject to the other terms and conditions of this Subsection, Landlord will provide Tenant an shall make available the tenant improvement allowance (the “Tenant Allowance”) equal in an amount up to Fifteen and No/100 ($15.00) Dollars per square foot a maximum of Rentable Area in each Phase of the Premises, which equals a, total amount of Four One Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 Dollars ($485,235.00185,000.00) consisting of the following: (i) up to Eighty-five Thousand Dollars ($85,000.00) shall be available solely to reimburse Tenant for Phase 1fifty percent (50%) of the actual cost of that portion of Tenant Work consisting of replacing the existing chillers serving the Existing Premises, and Four (ii) up to One Hundred Fourteen Thousand Nine Hundred Ninety and No/100 Dollars ($414,990.00100,000.00) Dollars shall be available solely to reimburse Tenant for Phase 2 (subject to adjustment as provided in Section 1 the actual costs of the Lease). To the extent that the total cost of the construction portion of the Tenant Improvements Work consisting of repairing and/or replacing any HVAC units or air air-handlers serving the Existing Premises. In no event shall the Allowance be used to reimburse any costs of designing, procuring or installing in the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetany trade fixtures, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction movable equipment, furniture, furnishings, telephone equipment, computer equipment, cabling or wiring for any of the Tenant Improvementsforegoing, Tenant shall pay Landlord an amount equal to twenty-five or other personal property (25%) percent collectively “Personal Property” for purposes of this Amendment), and the Tenant’s Costs, as cost of any such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs Personal Property shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthlyTenant. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect by written notice to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all increase the Allowance up to a maximum of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00100,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). ) to pay allowable Tenant Work, subject to the limitations herein, and in the event Tenant elects to do so, the Monthly Installment of rent for the Existing Premises during the Fourth Extended Term shall repay increase by Twelve Dollars ($12.00) per month for every One Thousand Dollars ($1,000.00) of the Additional Allowance used by Tenant. In addition, Tenant may elect by written notice to Landlord to increase the Allowance up to a maximum of an additional One Hundred Thousand Dollars (plus simple interest at $100,000.00) (the rate “Additional HVAC Allowance”) to reimburse Tenant for the actual costs of nine repairing and/or replacing additional HVAC units or air air-handlers serving any portion of the Premise (9%) percent per annumthe “Additional HVAC Work”), plus sales taxand in the event Tenant elects to do so, to Landlord as follows: Commencing on the Commencement Date Monthly Installment of each Phase and continuing rent for the Existing Premises commencing on the first day of each the month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize after the Additional HVAC Allowance (plus interest as set forth above)or any portion thereof) is paid, over such period, plus sales tax. Any default shall increase by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs Nine and 50/100 Dollars ($9.50) per month for such increased HVAC capacity as described in Exhibit D in excess every One Thousand Dollars ($1,000.00) of the Additional HVAC Allowance shall be paid to Landlord as part of used by Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an shall be entitled to a one-time tenant improvement allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 $75,000.00 to be applied toward the Allowance Items ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided defined in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described 1.2 below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay be responsible for all costs associated with the Tenant Improvement Work, including the costs of the Allowance Items, to the extent such costs exceed the lesser of (a) the Allowance, or (b) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. If any portion of the Allowance remains after the Allowance Items have been fully paid for, Landlord, upon Tenant’s request, shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant, to be applied (as specified in Tenant’s request), toward (i) the reasonable costs of furniture or typical office equipment purchased by Tenant for use in the Premises during the Term (“FF&E Costs”), which furniture and/or equipment shall be Tenant’s Property under the Agreement, within ten (10) 30 days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the receiving paid invoices from Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. FF&E Costs, (ii) the cost of moving Tenant’s furniture, equipment and/or other personal property into the Premises (“Moving Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Moving Costs, (iii) After Substantial Completion the cost of each Phaseinstalling data or telecommunications cabling in the Premises (“Cabling Costs”), Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, within 30 days after receiving paid invoices from those Tenant with respect to whom remaining amounts are duesuch Cabling Costs; (iv) the installment(s) of Base Rent next due and payable under the Lease, as amended, or (v) provided Landlord is then the landlord under the Existing Lease (as amended), towards any “Allowance Items”, “FF&E Costs”, “Moving Costs” or “Cabling Costs” under the Existing Lease Amendment (as defined in Section 6 of the Agreement), to the extent available)defined in and provided for in the Existing Lease Amendment. Within thirty Notwithstanding the foregoing, if Tenant fails to use the entire Allowance (30including any Excess Allowance) days thereafterby October 31, 2010, the unused amount shall revert to Landlord and Tenant shall pay Landlord have no further rights with respect thereto. Notwithstanding any provision in this Work Letter or the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Existing Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject Amendment to the limitation in Section 3(d)contrary, above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit Landlord’s collective allowance payment/application obligations pursuant to this Work Letter and the “Work Letter” attached to the Existing Lease Amendment, if any, exceed $50,000.00100,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen Upon and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 the terms and conditions of the Lease). To the extent that the total cost of the construction of the this Exhibit, Landlord shall reimburse Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments costs of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from TenantWork; provided, however, that Landlord’s obligation to reimburse Tenant for Tenant’s Work shall be limited to the lesser of (A) actual Total Construction Costs incurred by third parties on behalf of Tenant in its construction of Tenant’s Work; and (B) an amount up to, but not exceeding, $3,418,590.00, based on $35.00 per rentable square foot of the Premises (the “Allowance”). Landlord shall pay the Allowance to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s written request (the “Disbursement Request”) therefor accompanied by partial, conditional lien waivers and copies of invoices from third parties providing services as part of the Tenant’s Work using AIA G701/702/703 documents, disbursed in the following increments: (a) 20% of the Allowance no earlier than thirty (30) days following the First Access Date to the extent of paid invoices submitted. (b) 20% of the Allowance no earlier than sixty (60) days following the First Access Date to the extent of paid invoices submitted. (c) 20% of the Allowance no earlier than ninety (90) days following the First Access Date to the extent of paid invoices submitted. (d) 25% of the Allowance no earlier than one hundred and twenty (120) days following the First Access Date to the extent of paid invoices submitted. Each Disbursement Request shall be signed by Tenant’s Representative. Landlord shall have no obligation to disburse any portion of the Allowance if there is an Event of Default outstanding under the Lease until such Event of Default is cured. Each Disbursement Request pursuant to this Section 7 must be accompanied by copies of paid invoices as evidenced by unconditional progress waivers from contractors and subcontractors. Notwithstanding the foregoing, the final disbursement of the remaining 15% of the Allowance shall be disbursed within thirty (30) days after Tenant’s written request therefor once Tenant has substantially completed all of the Tenant’s Work in accordance with the Working Drawings, all building permits issued in connection with the Tenant’s Work, all applicable Laws and the terms and provisions of this Work Letter. Such final Disbursement Request shall be accompanied by: (i) third-party invoices for costs incurred by Tenant in constructing Tenant’s Work; (ii) evidence that Tenant has paid the invoices for such costs; (iii) final, unconditional lien waivers and mechanics’ lien releases from any contractor or subcontractor who has constructed any portion of Tenant’s Work or any materialman who has supplied materials used or incorporated into any portion of Tenant’s Work (if applicable), all such waivers and releases to be in the forms prescribed by California Civil Code Section 3262; (iv) an executed Confirmation of Commencement Date letter in the form attached to this Lease as Exhibit E; and (v) a bona fidecopy of the certificate of occupancy for the Premises. All bills for Tenant’s Work must be submitted to Landlord within twelve (12) months after the Commencement Date, good faith dispute as and Landlord will make no further payments related to whether a payment is properly dueTenant’s Work after such twelve (12)-month period. Any unfunded portion of the Allowance shall be deemed forfeited. Upon written notice delivered to Landlord prior to December 31, 2012, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect use up to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy $5.00 per rentable square foot of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive Allowance as a credit against the Base Rent to become next due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00Lease. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Provided this Lease has been executed by each of the parties, Landlord will agrees to provide Tenant an with the following leasehold improvement allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premisesplus applicable taxes), which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained i. in an interest-bearing escrow account non-commingled connection with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such itemsGround Floor Premises, an amount equal to Tenant’s pro-rata share Fifteen Dollars ($15.00) per square foot of the cost Gross Rentable Area of the Tenant ImprovementsGround Floor Premises (‘Ground Floor Premises Allowance”); and ii. In in connection with the event Tenant disputes any payment required 18th Floor Premises, an amount equal to be made, Five Dollars ($5.00) per square foot of the approval Gross Rentable Area of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant18th Floor Premises (“18th Floor Premises Allowance”); provided, however, that if Tenant has a bona fide, good faith dispute as (the Ground Floor Premises Allowance and the 18th Floor Premises Allowance being hereinafter collectively referred to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods“Allowance”), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance as set out above shall be used paid by Landlord to Tenant thirty (30) days following the later of: i. execution of this Lease; and ii. Tenant providing Landlord with both: 1. receipted invoices for the cost performance of all of Tenant’s Work; 2. certification by Tenant or a senior officer of Tenant and by each of Tenant’s contractors or a senior officer thereof that Tenant’s Work has been completed, the date of such completion and that all accounts relating to Tenant’s Work have been paid in full and that no lien has or may be claimed with respect thereto and that all construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00lien periods have expired. (c) In addition to the Provided Tenant Allowanceis not in default, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Tenant from the Allowance the amount required to reimburse Tenant for the amounts paid as evidenced by the invoices provided in subsection 18.11(b)(ii)(2) above. Further, Landlord (along with agrees that if the amount of the Allowance exceeds the amount so paid by Landlord to Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect any unused amounts shall be credited to the Additional Allowance shall also be deemed to be a default account of Tenant and applied toward the first Rent due under the this Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide Tenant an allowance shall make a contribution (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of towards the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan Work (including, without limitation, a certification by the Architect that costs of construction, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings and other miscellaneous items including cabling, telephone, furnishings and signage) and toward moving costs and any other architectural and engineering fees and any other project management fees and fees of other related project consultants, all work up to in connection with such Tenant’s Work, in the date amount of $2,499,716.00 (i.e., being $38.00 per square foot of rentable area of the Demised Premises), on the terms and conditions hereinafter set forth: (a) Landlord shall disburse the Allowance proceeds from time to time, upon Tenant’s request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay from time to Landlord, within ten time (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw which first request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within made no earlier than thirty (30) days thereafter, Tenant following the Turnover Date and which requests shall pay Landlord be made no more than once in any calendar month) and certification that the then remaining balance of Tenant’s CostsWork for which payment is requested, or Landlord has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall reimburse be made (i) to Tenant as (or, at Landlord’s option, by check payable jointly to any excess amounts previously paid, as the case may be. Tenant and to Tenant’s Costs represent a reimbursement materialmen and contractors) within thirty (30) days after presentation by Tenant to Landlord of monies expended request for payment and appropriate and complete owner’s sworn statements, contractor’s affidavits and waivers of lien showing that the work covered thereby has been performed in the Demised Premises and (ii) to Tenant (or, at Landlord’s option, by Landlord on check payable jointly to Tenant and to Tenant’s behalf. Payment when due shall be a condition other suppliers) for such other items which are the basis of such request within thirty (30) days after receiving bills of such suppliers and, to Landlord’s continued performance under this Workletter. Any delay the extent their work is lienable, upon presentation of statements, affidavits and waivers as described in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderi) above. (b) The Landlord has no obligation to disburse any portion of the Allowance if Tenant is in default under this Lease (provided that if Tenant cures such default within applicable cure periods, then Tenant shall again be entitled to such disbursement). Disbursement of any portion of the Allowance shall not be used for the cost deemed a waiver of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject Tenant’s obligation to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only)comply with such provisions. Tenant shall receive a credit against be responsible for the Base Rent to become due under appropriateness and completeness of the Lease contractors’ affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00foregoing. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance event that the cost of up to One Hundred Fifty Thousand Tenant’s Work and No/100 ($150,000.00) Dollars such other items for each of Phase 1 and Phase 2 to which the Allowance may be used to fund applied should for any reason be less than the increased capacity full amount of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay be entitled to receive such difference either in cash (within thirty (30) days after notice from Tenant) or as a credit against Fixed Rent for the Demised Premises next coming due under this Lease (with such choice being made at Landlord’s sole election); provided that Tenant shall not be so entitled to any portion of such difference exceeding twenty percent (20%) of the stated amount of the Allowance hereunder. In the event Landlord (along with reasonably determines, at any time, that the cost of Tenant’s regular monthly payments of Base Rent, with Work and such other items for which the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also may be deemed to applied will be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance amount of the then undisbursed portion of the Allowance, then Tenant shall be paid solely responsible for payment of such excess, and Tenant, at Landlord’s option, shall pay all such excess amounts before Landlord is obligated to Landlord as part disburse any further portion of the Allowance, and such requirement of Tenant shall be an express condition for Landlord’s obligation to disburse any further portion of the Allowance. For purpose of the foregoing, the estimated cost of Tenant’s CostsWork and other items for which the Allowance may be applied shall be determined by Landlord based on certified cost statements delivered by Tenant to Landlord from time to time, and, in any event, delivered by Tenant to Landlord promptly upon Landlord’s request therefor. (d) Tenant shall be required to apply at least $1,249,858.00 of the overall Allowance (i.e., being $19.00 per square foot of rentable area of the Demised Premises) toward so-called “hard construction costs” relative to the Tenant’s Work (the “Hard Cost Allocation”), and as a consequence, in no event shall Tenant be entitled to apply more than $1,249,858.00 of the overall Allowance (i.e., being $19.00 per square foot of rentable area of the Demised Premises) (the “Soft Cost Allocation”) towards the cost of telephone and data cabling, moving expenses, signage, furniture, fees of architects, engineers, project managers and other project consultants, and other so-called “soft” costs, as well as towards any credit against Fixed Rent as provided in Section 25.2(c) above (which credit against Fixed Rent shall be subject to such further limitations, in addition to being required to be taken from the Soft Cost Allocation, as set forth in said Section 25.2(c) above). Without limitation of the foregoing, it is hereby confirmed that the direct costs payable to Tenant’s contractor(s) associated with the acquisition/installation of affixed fire suppression systems and/or raised flooring within the data center portion of the Demised Premises shall be deemed “hard construction costs” for purposes hereof.

Allowance. (a) Landlord will shall provide Tenant with a tenant improvement allowance in an allowance amount not greater than Nine Hundred Twenty-Two Thousand Two Hundred Twenty-Two and 00/100 Dollars ($922,222.00) (the “Tenant Allowance”) equal to Fifteen and No/100 be applied to the cost to perform Landlord’s Work. A four percent ($15.004%) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that construction project management fee based upon the total cost of the construction Landlord’s Work shall be paid to Landlord out of the Tenant Improvements Allowance. Landlord shall pay the aggregate cost of Landlord’s Work up to an amount not to exceed the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, and Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent aggregate cost of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such Work over the Allowance (the “Excess”). If Landlord estimates at any time as or from time to time that there will be an Excess, Landlord shall notify Tenant has paid to Landlord the remaining seventy-five (75%) percent in writing of Landlord’s good faith estimate of the Tenant’s Costsamount thereof, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs estimate shall be paid by Tenant to Landlord itemized in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment)reasonable detail. Tenant shall pay to Landlord, ’s good faith estimate of the Excess billed by Landlord within ten thirty (1030) days after submission of such items, an amount equal to Tenantit receives Landlord’s pro-rata share of the cost of the Tenant Improvementsb▇▇▇ therefor. In the event Tenant disputes fails to timely pay any such good faith estimate of the Excess, such failure shall be deemed a Tenant Delay and Landlord shall be entitled to suspend the performance of Landlord’s Work until such time as such payment required to be made, the approval of a draw request is received by Landlord. If the aggregate total cost of Landlord’s construction lender shall be evidence that Work performed pursuant to this Work Letter is less than the payment is properly due from Tenant; providedAllowance, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, then Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for use any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition Allowance toward Tenant’s moving expenses from its existing location to the Premises and toward the cost of Tenant’s furniture, fixtures and equipment to be utilized by Tenant Allowance, Landlord will make available to at the Premises and Tenant an additional allowance of may use up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each 40,448.33 of Phase 1 and Phase 2 to be used to fund the increased capacity any unused portion of the HVAC system over Allowance toward the HVAC system being provided as part next installment of Base Rent due hereunder. Any other remaining portion of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsretained by Landlord.

Allowance. (a) Landlord will provide Tenant an Lessee's Work shall be done at Lessee's expense, including building permit fees, other fees, architectural and engineering expenses and other expenses relating to Lessee's Work. However, Lessor shall allow Lessee the following allowances: (1) a finish-out allowance (the “Tenant Allowance”) equal to Fifteen and No/100 (of $15.00) Dollars 24.00 per rentable square foot of Rentable Area in each Phase the Premises (the "Construction Allowance"); (2) an allowance of $2.00 per rentable square foot of the Premises, which equals a, total amount Premises for space planning and preparation of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five construction drawing (the "Design Allowance") to be applied toward payment of actual out of pocket costs incurred by Lessee in connection with the design and No/100 completion of Lessee's Work; and (3) an allowance of $485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 1.00 per rentable square foot of the LeasePremises for moving during construction (the "Moving Allowance"); (the Construction Allowance, Design Allowance and Moving Allowance are hereinafter sometimes collectively referred to as the "Allowance"). To Lessee shall be permitted to draw from any of the extent categories of Allowances to pay for Lessee's work, including, but not limited to payment of fees due Charter Associates, Lessee's construction management firm, or such other construction manager approved by Lessor. In addition to Lessee's Work, Lessee may draw upon the Allowance to pay the costs for installing signage and/or elevator key-card access systems, all as described elsewhere in this Amendment. Lessor acknowledges that Lessee's Work may be performed in stages, with certain areas of the total Premises being constructed and then, subsequently, other areas. Accordingly, Lessee may draw upon the Allowance from time to time, provided however, Lessor shall not be required to advance or approve any request for an advance of, any portion of the Allowance with respect to any invoice or request for disbursement submitted by Lessee to Lessor after April 30, 2005. The proceeds of the Allowance shall be used solely for payment of eligible costs incurred in constructing the permanent leasehold improvements described in the Plans approved by Lessor or such other costs allowed in the preceding paragraph. Lessee understands that if the cost of Lessee's Work, including without limitation any changes in Lessee's Work, exceeds the construction Allowance, then Lessee shall be solely responsible for all such costs in excess of the Tenant Improvements Allowance. As the Lessee's Contractor constructs Lessee's Work and is entitled to payment (each such payment, a "Contractor Payment") under the Construction Contract attributable to the Premises exceeds the Tenant Improvement Allowance based on the Construction BudgetLessee's Work only, Tenant Lessee shall pay the full amount of such excess (“Tenant’s Costs”) notify Lessor as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of on which Lessee's Contractor and architect have scheduled the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten periodic draw walk (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender which shall be evidence that no more often than monthly) and Lessor shall be entitled to participate in the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available)periodic draw walk. Within thirty (30) days thereafterafter the date on which Lessee's Contractor and Lessor have agreed upon the amount of any periodic draw requests as certified by Lessee's architect, Tenant Lessor shall pay Landlord be obligated to reimburse Lessee for such Contractor Payment (to the then remaining extent certified by Lessee's architect) paid by Lessee to Lessee's Contractor until the balance of Tenant’s Coststhe Allowance has been fully utilized. All payments of the Allowance shall be made to Lessee within thirty (30) days after Lessor's receipt of an invoice from Lessee requesting reimbursement of such costs and expenses, which invoice shall include the architects' certification and documentation reasonably acceptable to Lessor to confirm payment of such costs and expenses, together with a copy of the draw request and all supporting information and partial lien wavers and releases from Lessee, Lessee's Contractor and subcontractors. Lessee's Construction Contract shall be subject to a 10% retainage by Lessee. Lessor shall not be required to reimburse Lessee for the required retainage until thirty (30) days after Lessor's receipt of: proof that all bills in connection with Lessee's Work or Landlord shall reimburse Tenant as such stage have been paid in full and all persons or entities with the right to any excess amounts previously file a lien in connection therewith have finally waived and released their lien rights in connection therewith in a manner satisfactory to Lessor; a copy of Lessee's certificate of occupancy; an original Affidavit of Total Release and Bills Paid in form acceptable to Lessor signed by Lessee and by the general contractor, indicating that all subcontractors and suppliers have been paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended and accompanied by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction copies of the Tenant Improvements or in Tenant taking occupancy invoices referred to therein; and a copy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion "as-built" plans of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunderfinish-out for such stage. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject Notwithstanding anything to the limitation in Section 3(d)contrary, above) Lessee may use the Allowance for cabling and permitting fees to wiring the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00Premises. (c) In addition to Lessor and Lessee agree that the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid deposited in escrow with a mutually acceptable third party ("Escrow Agent") to Landlord as part of Tenant’s Costsbe held by Escrow Agent and dispersed in accordance with the terms hereof. Lessor, Lessee and Escrow Agent shall enter into a written agreement reflecting the terms and conditions hereof. (d) Whenever Lessor's or Lessee's approval or consent is required under this Work Letter Agreement, it shall not be unreasonably withheld, delayed or conditioned. SUB CONTRACTOR & CONSTRUCTION REQUIREMENTS SABRE REALTY MANAGEMENT, INC. ACE CASH EXPRESS at Greenway Tower December , 2000 o CORE CONCRETE WORK MUST BE DONE BEFORE 8 a.m. o TACK STRIP AND/OR AFTER 5 p.m. o DRILLING & HAMMERING o SPRINKLERS (FIRE) MUST HAVE ONE (I) DAY ADVANCE o HVAC NOTICE o PLUMBING (1) DAY ADVANCE NOTICE AND TO CONSTRUCTION SPACE BEFORE 8 a.m. AND/OR AFTER 5 p.m. ACCESS INTO ADJACENT SPACE MUST BE COORDINATED WITH CONSTRUCTION OFFICE. SECURITY WILL BE PROVIDED DURING THE TIME WORK TAKES PLACE AT THE CONTRACTORS EXPENSE. o USE SERVICE (FREIGHT) ELEVATOR ONLY o USE REST ROOM ON CONSTRUCTION FLOOR ONLY o COVER HALL (ATRIUM) FLOORS WHILE MOVING MATERIALS o UNCOVER SMOKE DETECTOR AT THE END OF EACH DAY o VACUUM HALL (ATRIUM) FLOORS AT THE END OF EACH DAY o COVER SMOKE DETECTORS AT THE END OF EACH DAY o PROVIDE A LIST OF SUBCONTRACTORS WITH TELEPHONE NUMBERS AND CONTACT PERSONS) SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS DRYWALL o PROTECT WALL, FLOORS, DOORS WHEN STOCKING JOB o CLEAN AND BROOM SWEEP JOB AFTER 1 SIDE (PHASE OR TOTAL) o CLEAN AND BROOM SWEEP JOB AFTER 2 SIDE (TOTAL) o PROVIDE PROPER MANPOWER TO COMPLETE JOB REQUIREMENTS, OR AS DIRECTED BY JOB SUPER o JAMB SIDE OF DOOR FRAMES TO GO PAST HEADER ON ANY FRAME THAT DOES NOT GO TO A TOP TRACK o JOB COMMUNICATION o DOOR STOPS, DOOR HARDWARE, CLOSERS, PR.21 - INSTALL WITH JOB/PUNCH OUT o UNDER CUT DOORS AT TIME DOOR IS HUNG o DEMO TRASH TO BE REMOVED PRIOR TO WALL FRAME WORK o CLEAN TRASH AT THE END OF DAY. (i.e.: cups in windows, cans, paint cans, etc.) o CONTRACTOR WILL REWORK CEILING GRID FOR LAY IN LIGHTS PRIOR TO CARPET INSTALLATION. o CLEAN AND BROOM SWEEP JOB AFTER CEILING BOARD INSTALLATION o GENERAL CLEAN UP MAY REQUIRE REMOVAL OF APPLIANCE BOXES o CONTRACTOR WILL TOUCH UP (PAINT) ALL SCRATCHES IN DOOR FRAMES, WINDOW FRAMES, AND BREAK METAL. o A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT IN. o INSURANCE CERTIFICATES MUST BE UP TO DATE. SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS PANTING o CLEAN TRASH AT THE END OF DAY. (i.e.: cups in windows, papers, cans, paint cans, etc.) o WHEN BIDDING NEW JOB, AND OLD PAINT, CAULK, OVERSPRAY, BAD JOINTS WILL BE FIXED, CLEANED, OR REPAIRED AS PART OF THE NEW JOB. o JOB BID PRICE INCLUDES ALL LABOR TO COMPLETE JOB: HOURS, DAYS AS REQUIRED. o JOB REQUIRES ALL DOOR FRAMES, DOORS, PR.l, PR.21, AND WINDOW FRAMES TO BE CLEANED AND CAULKED AS REQUIRED (NEW OR EXISTING WORK) o SCRAPE AND BROOM SWEEP DRYWALL MUD AND PAINT FROM FLOORS. o A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT IN. o INSURANCE CERTIFICATES MUST BE UP TO DATE. SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS PLUMBING o CLEAN TRASH AT THE END OF EACH DAY. (i.e.: cups in windows, cans, etc.) o NO DRILLING OR CORE WORK PERFORMED AFTER 8 a.m. OR BEFORE 5 p.m. UNLESS APPROVED BY JOB SUPER. o CONTRACTOR TO INSPECT ANY APPLIANCES OR PLUMBING FIXTURES FOR PROPER OPERATION AT THE TIME OF INSTALLATION. CONTRACTOR TO START ANY APPLIANCES THAT HE HOOKS UP AND INSTALLS. o REMOVE ANY FIXTURE OR APPLIANCE BOXES AT THE TIME OF INSTALLATION. o A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT IN. o INSURANCE CERTIFICATES MUST BE UP TO DATE. SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS ELECTRICAL o COMPLETE ALL ROUGH IN AT NEW WALLS AND EXISTING WALLS AT TIME OF ROUGH IN INSPECTION (DUPLEX, DATA, PHONE, SWITCH) o REMOVE ALL ELECTRICAL MATERIALS UPON COMPLETION OF ROUGH IN. o REMOVE ALL ELECTRICAL MATERIALS UPON COMPLETION OF CEILING WORK, PLUG AND SWITCH. o IMMEDIATELY FOLLOWING COMPLETION OF PAINTING, ELECTRICAL CONTRACTOR WILL FINISH PLUG AND SWITCH OF TOTAL JOB PRIOR TO CARPET INSTALLATION. o ALL EXISTING DUPLEX, PHONE, DATA, OUTLETS WILL RECEIVE A BLANK COVER PLATE UNLESS INSTRUCTED OTHERWISE. o ELECTRICAL CONTRACTOR TO PLACE "LAY IN" LIGHTS ABOVE GRID WORK PRIOR TO SPRINKLER WORK. o CLEAN TRASH AT THE END OF EACH DAY. (i.e. cups in windows, cans, papers, etc.)

Allowance. Upon completion of Tenant’s Work in the Property, Tenant shall furnish Landlord: (a) A Certificate of Occupancy issued by the municipality in which the Property is located or other evidence satisfactory to Landlord will provide Tenant an allowance that the improvements have been approved by such municipality; (b) An Affidavit and Lien Waiver in form satisfactory to Landlord executed by Tenant’s Contractor stating that Tenant’s Work has been completed in accordance with the provisions hereof and that all subcontractors, laborers and material suppliers engaged in or supplying materials for such work have been paid in full; (c) Lien Waivers in form satisfactory to Landlord executed by all subcontractors and materialmen who shall have furnished labor and/or materials for the work in excess of $10,000.00; (d) Certificates of insurance for all policies of insurance required to be provided by Tenant. As consideration for Tenant’s Work, Landlord agrees to (1) maintain the Base Rent at $5,400.00 for the first three months of the Lease Term and (2) make a one time payment of $150,000.00 (“Tenant Construction Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase Tenant upon completion of the Premises, which equals items enumerated in this Section 4.10 (a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ) through ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Leased). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event the Landlord fails to pay to Tenant disputes any payment required the Tenant Construction Allowance within five (5) business days of the satisfaction by Tenant of the conditions set forth in 4. l0(a)-(d) above, (i) the Tenant Construction Allowance will accrue interest at the rate per annum equal to be made, the approval lesser of a draw request by Landlord’s construction lender shall be evidence that (A) the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, highest lawful rate and (B) 10% and (ii) Tenant may elect to pay deduct such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. unpaid amounts (iiiplus interest thereon) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural rent and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become other sums due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition without further notice to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”)Landlord. Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first THIS DECLARATION made this 1st day of each month thereafter throughout the fifteen (15) year Term of each PhaseJanuary, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent1985 by ▇▇▇▇▇▇ ▇▇▇ Industrial Joint Venture No. 5, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsherein called “Developer”.

Allowance. (a) 6.1 Landlord will provide shall reimburse Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area for Tenant’s Construction Costs incurred in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of connection with the construction of the Tenant Improvements up to, but not exceeding, the amount of the Tenant Improvement Allowance, less the amount of the Fee, in accordance with the terms of this Section. In no event shall Landlord be obligated to expend more than the Premises exceeds Improvement Allowance. 6.2 Landlord shall reimburse Tenant for Tenant’s Construction Costs incurred in designing and constructing the Tenant Improvements, in an amount up to but not exceeding the Tenant Improvement Allowance based on less the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from TenantFee ; provided, however, that such costs may be paid by Landlord directly to the Architect, the Contractor or any other party if so directed by Tenant. Unless waived by Landlord in writing, no final reimbursement of Tenant’s Construction Costs will be made until the following documents have been received by Landlord: i. a copy of the final Certificate of Occupancy for the Premises, or such other certificate of occupancy as will permit Tenant has to occupy and use the Premises; ii. an AIA-approved completion certificate executed by Contractor, and an AIA-approved application for payment executed by the Architect, both in form and substance reasonably satisfactory to Landlord, or substitutes for such documents that are reasonably acceptable to Landlord; iii. an affidavit or certificate executed by the Architect, the Contractor and Tenant that the Tenant Improvements are complete and constructed in accordance with the Construction Documents; iv. unconditional or conditional (as applicable, see below) contractor’s affidavit from Contractor, in a bona fideform reasonably satisfactory to Landlord, good faith dispute satisfying the requirements of the laws of the state in which the Building is located in order to extinguish all lien rights in connection with the design and construction of the Tenant Improvements; v. unconditional or conditional (as applicable, see below) lien waivers from the Architect and all subcontractors, materialmen, and engineers providing goods or services in connection with the design and construction of the Tenant Improvements; vi. written warranties and maintenance specifications for all components of the Tenant Improvements; and vii. such other documents as may be reasonably requested by Landlord in order to whether a payment is properly due, demonstrate that the Tenant Improvements are complete; they have been constructed in accordance with the Construction Documents and all applicable laws; and any liens or potential liens that could be filed against the Building or any interest therein have been extinguished. Landlord shall reimburse Tenant the Tenant Improvement Allowance in installments (each disbursement of the Tenant Improvement Allowance shall be hereinafter referred to as an “Allowance Installment”). Tenant may elect draw against the Tenant Improvement Allowance as improvements are needed. Tenant shall only be entitled to pay such amount payment by Landlord of an Allowance Installment if and when each and every one of the foregoing conditions (clauses (i) through (vii) being collectively referred to herein as the “under protest,” so that Tenant may reserve its rights Allowance Conditions”) are fully satisfied with respect to such payments. those Tenant Improvements that Tenant is seeking reimbursement, subject to the following: with respect to clauses (iiiiv) After Substantial Completion and (v), above, (a) Tenant must provide a conditional contractor’s affidavit and conditional lien waivers in connection with Tenant’s Construction Costs that are covered by the applicable disbursement request; and (b) Tenant must provide an unconditional contractor’s affidavit and unconditional lien waivers in connection with Tenant’s Construction Costs covered by the prior disbursement request (for the previously disbursed Allowance Installment). If and when each and every one of each Phasethe Allowance Conditions has been fully satisfied, Landlord shall submit will disburse to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within requested Allowance Installment within thirty (30) days thereafter. After the Tenant Improvement Allowance has been expended by Landlord, the principal amount of the Tenant Improvement Allowance, shall be amortized evenly over the Term, and so long as no uncured Event of Default exists under the Lease that results in Landlord exercising its remedies under Section 14.2 of the Lease, then upon Landlord’s receipt of the final payment of Rent due during the initial Lease Term of this Lease, Tenant shall pay have no liability to Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost repayment of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Improvement Allowance. If an Event of Default occurs under the Lease that results in Landlord exercising its remedies under Section 14.2 of the Lease, but then in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make all of Landlord’s other remedies available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phaseunder this Lease, Tenant shall pay also be immediately liable to Landlord (along with Tenant’s regular monthly payments for the unamortized portion of Base Rent, with the same provisions for late charges and defaults Tenant Improvement Allowance existing as applicable to Base Rent payments) an amount sufficient to fully amortize of the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default date that Landlord first exercises its remedies under Section 14.2 of the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will provide agrees to pay for the cost of the Tenant an allowance Improvements (the “Tenant Allowance”"Basic Project Costs") equal in an amount not to Fifteen and No/100 exceed Seven Hundred Seventy-Three Thousand Five Hundred Ninety-Five Dollars ($15.00773,595) Dollars per square foot ("Tenant Improvement Allowance"). Provided Tenant is not in default hereunder, Landlord shall disburse the Tenant Improvement Allowance applicable to the Project Basic Costs from time to time, within thirty (30) days of Rentable Area each notice by Tenant of such cost being payable to such contractor, subcontractor or vendor, as the case may be upon the last to occur of Landlord's receipt of (i) copies of General Contractor's (as hereinafter defined) applications for payment, including the General Contractor's final application for payment in each Phase conjunction with the last draw hereunder, (ii) complete release of General Contractor and subcontractor rights to mechanic's lien claims on account of the PremisesTenant Improvements to which such draw is applicable and in conjunction with the final draw a final lien release and such other documentation as Landlord may require in conjunction therewith to enable Landlord to obtain a title insurance endorsement over mechanic lien rights, (iii) evidence of completion of the Work to which equals a, total amount such draw applies. The Tenant Improvement Allowance is based on a rentable square footage of Four Hundred Eighty-the Premises of 17,191 rentable square feet and Forty Five Thousand Two Hundred Thirty-Five and No/100 Dollars ($485,235.0045.00) Dollars for Phase 1per rentable square foot. Landlord's total financial obligation with respect to the purchase, construction and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 installation of the LeaseTenant Improvements or any other improvements to the Premises shall be limited solely to the Tenant Improvement Allowance. Tenant agrees to pay for any costs related to completion of the Work in excess of the Tenant Improvement Allowance ("Excess Costs"). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds Basic Project Costs are less than the Tenant Improvement Allowance based on ("Excess Allowance"), the Construction BudgetExcess Allowance may be utilized by Tenant in an amount not to exceed One Hundred Seventy-One Thousand Mine Hundred Ten Dollars ($171,910) to reimburse Tenant for cabling, consultant fees, permits, furniture or as a credit against Base Rent and any excess beyond such amounts shall be and remain the property of Landlord. Notwithstanding anything contained herein to the contrary, and in addition to the Allowances (to the extent necessary), Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that spend all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment amounts required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of complete the Tenant Improvements or Work in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, substantial conformance with the same provisions for late charges Approved Working Drawings, using class A workmanship and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costsnew class-A materials.

Allowance. Landlord hereby grants to Tenant an allowance of up to $50.00 per rentable square foot of the Premises (i.e. $2,412,000.00 based on the Premises consisting of approximately 48,240 rentable square feet) (the “Allowance”). Tenant shall have the right to elect to have Landlord provide Tenant an additional allowance up to an amount not to exceed $10.00 per rentable square foot (i.e., up to $482,400.00, based upon the Premises containing 48,240 rentable square feet ) (the “Additional Allowance”) to cover the actual costs of construction which exceed the Allowance, which Additional Allowance shall be (a) disbursed to Tenant when Landlord will provide Tenant an allowance shall have received “Evidence of Completion and Payment” as to one hundred percent (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25100%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, Work having been completed and paid for by Tenant as described in subparagraph 5(f) below and satisfaction of the items described in subparagraph 5(f)(vi) below. , and (iib) The remaining seventy-five amortized over the Term with interest at seven and one half (757.5%) percent of Tenant’s Costs shall be per annum, and paid by Tenant to Landlord in as Additional Rent monthly installments, based upon requests during the initial Term together with Tenant’s scheduled payments of Monthly Base Rent. If Tenant shall elect for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by provide the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to LandlordAdditional Allowance, within ten (10) days after submission of such itemsrequest by Landlord, the parties shall execute an amount equal amendment to Tenant’s pro-rata share the Lease acknowledging the Additional Allowance and the Additional Rent related thereto to be paid by Tenant to Landlord on a monthly basis together with the Monthly Base Rent, based on amortization of the Additional Allowance as provided in this Section 5(a). The Allowance and Additional Allowance are to be used only for construction of the Tenant Improvements including, not by way of limitation but by way of illustration: (i) Payment of the cost of preparing the Space Plans and the Final Plans, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans. The Allowance and Additional Allowance will not be used for the payment of extraordinary design work not consistent with the scope of the Standards (i.e., above-standard design work) or for payments to any other consultants, designers or architects other than Landlord’s Architect and/or Tenant’s Architect. (ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction Construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods)Improvements, entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitationnot by way of limitation but by way of illustration, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.following:

Allowance. Landlord shall make a contribution toward the cost of Tenant's Work (aincluding, without limitation, the costs of construction, labor, materials, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings and other miscellaneous items including, without limitation, cabling, telephone and signage and construction management fees) Landlord will provide Tenant an allowance and toward any other architectural and engineering fees in connection with such Tenant's Work (collectively, the “Tenant AllowanceAllowance Permitted Costs”) equal to Fifteen and No/100 in the amount of $1,130,042.34 (i.e., being $15.00) Dollars 37.17 per square foot of Rentable Area in each Phase of the Additional Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ) ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease“Allowance”). To the extent that the total cost of the construction of the Tenant Improvements The Allowance shall be disbursed pursuant to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as followsterms and conditions hereinafter set forth: (ia) Prior If any portion of Tenant's Work is to commencement be performed by or otherwise coordinated with Landlord, as construction manager, then Landlord shall disburse the Allowance for payment of construction of amounts due from time to time in connection with the Tenant Improvements, Tenant shall pay Landlord an amount equal work. As to twenty-five (25%) percent any of the Tenant’s Costs's Work or other items not performed by or otherwise coordinated with Landlord, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phasemanager, Landlord shall submit disburse the Allowance from time to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (includingtime, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafterfollowing Tenant's request for payment therefor and certification that the Tenant's Work for which payment is requested has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made (A) to Tenant (or, at Tenant's option, by check payable directly to Tenant's materialmen and contractors) within thirty (30) days after presentation by Tenant to Landlord of request for payment and appropriate and complete contractor's affidavits, owner's sworn statements, architect certifications and waivers of lien (which waivers of lien may be conditioned on payment of the amount to be disbursed, if such disbursement is being paid directly to the respective contractor) showing that the work covered thereby has been performed in the Additional Premises and (B) to Tenant (or, at Tenant's option, by check payable directly to Tenant's designated suppliers or other recipients) for such other items which are the basis of such request within thirty (30) days after Landlord receiving bills of such suppliers or other recipients and, to the extent their work is lienable, upon presentation of affidavits, sworn statements and waivers as described in (A) above. In no event shall Tenant be permitted to make more than one such request for disbursement of the Allowance per calendar month. (b) In the event that the cost of the Tenant's Work and such other items for which the Allowance may be applied should for any reason be greater than said Allowance provided by Landlord hereunder, Tenant shall pay Landlord be responsible for the then remaining balance payment of such excess cost. Tenant shall be solely responsible for timely payment of any costs associated with the Tenant’s 's Work incurred by Tenant and not otherwise consisting of Allowance Permitted Costs. Further, or Landlord in the event that the cost of the Tenant's Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall reimburse Tenant as not be entitled to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction unused portion of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure Allowance. (c) Landlord has no obligation to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay disburse any portion of Tenant’s Costs when due shall constitute a the Allowance so long as Tenant is in monetary default under the Lease (subject to any provided that if said monetary default is thereafter cured within applicable notice requirements or grace periods)and cure periods under the Lease, entitling then Landlord to all of its remedies thereunder. (b) The Tenant shall thereafter promptly pay said Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements onlyaccordance with this Paragraph 7). Tenant shall receive a credit against the Base Rent to become due under the Lease for Disbursement of any unused portion of the Tenant Allowance, but in no event Allowance shall not be deemed a waiver of Tenant's obligation to comply with such credit exceed $50,000.00. (c) In addition provisions. As to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phaseany work not performed by or coordinated with Landlord, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with be responsible for the same provisions for late charges appropriateness and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess completeness of the Additional Allowance contractors' affidavits and waivers of lien and approval of any of such work; Landlord shall be paid to Landlord as part have no responsibility for any of Tenant’s Coststhe foregoing.

Allowance. (a) Landlord will provide So long as Tenant an allowance (is not in default under the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase Amended Lease, commencing as of the Premises, which equals a, total amount mutual execution of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 this Amendment ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease"Allowance Availability Date"). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 No/100ths Dollars ($150,000.00100,000.00) Dollars for each of Phase 1 and Phase 2 to (the "Allowance") which shall be used by Tenant to fund pay for costs of completing refurbishments (the increased capacity "Refurbishment Work") to the Premises subject to Landlord's prior written approval and Tenant's compliance with the terms and conditions of the HVAC system over Lease, including, without limitation, Sections 12 and 13.1 thereof. Landlord shall pay Tenant the HVAC system being provided as part lesser of the Shell Improvementsactual cost of the Refurbishment Work or the Allowance within thirty (30) days after Tenant submits to Landlord copies of any and all contracts, receipts, and lien waivers or releases, evidencing: (a) the costs incurred by Tenant for the Refurbishment Work, (b) the costs which have been paid in full by Tenant, and (c) the absence of any liens from any person or entity performing work and/or providing services and/or supplies in connection with the Refurbishment Work. Notwithstanding the foregoing, if Tenant has not substantially completed the Refurbishment Work and requested payment of the applicable portion of the Allowance by the last day of the twelfth (12th) calendar month following the Allowance Availability Date, Tenant's right and interest in and to the Allowance, and Landlord's obligation to pay the Allowance to Tenant, shall be null and void and of no further force or effect. Except for the Allowance and the Roof Work as described provided in Exhibit D (Section 3(b) below, Landlord shall not be obligated to refurbish or improve the “Additional Allowance”)Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with the New Term, and Tenant hereby accepts the Premises in its current "AS-IS" and "WHERE-IS" condition. Tenant shall repay further acknowledges that except as expressly provided in this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the Additional Allowance (plus simple interest at condition of the rate of nine (9%) percent per annum)Premises, plus sales taxthe improvements, to Landlord as follows: Commencing on refurbishments, or alterations therein, if any, or the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each PhaseProperty, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant or with respect to the Additional Allowance shall also be deemed to be a default under functionality thereof or the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess suitability of any of the Additional Allowance shall be paid to Landlord as part foregoing for the conduct of Tenant’s Costs's business.

Allowance. (a) Landlord will provide shall make available to Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Twenty-Five Thousand and No/100 00/100 Dollars ($150,000.00125,000.00), which shall be applied to the costs and expenses incurred by Tenant in performing any approved tenant improvements or renovations to the Premises (such improvements being referred to as the “Renovation Improvements”T Tenant shall be responsible for completion of the Renovation Improvements and for obtaining all permits and other approvals required in connection with such Renovation Improvements. All Renovation Improvements shall: (i) Dollars for each consist of Phase 1 materials and Phase 2 finishes that are equal to or higher in quality and class than the materials and finishes currently existing in the Premises; (ii) be performed in accordance with working drawings, plans and specifications prepared by Tenant, at Tenant’s sole expense subject to offset by the Allowance, and previously approved in writing by Landlord in accordance with the terms of subsection b. below; and (iii) be considered alterations to the Premises subject to the applicable provisions of the Lease, including but not limited to Section 4.2 of the Initial Lease. The costs that are eligible to be used reimbursed to fund Tenant for the increased capacity Renovation Improvements shall include (a) all architectural fees and costs, construction management fees and costs, engineering fees and costs and any other fees, costs and expenses of any kind incurred or payable by Tenant in connection with the performance of the HVAC system over Renovation Improvements; (b) all fees and charges imposed by any governmental entity or authority in connection with the HVAC system being provided as part Renovation Improvements; (c) sales and use taxes; (d) insurance fees associated with the construction of the Shell Renovation Improvements; (e) testing and inspecting costs; and (f) the costs and charges for materials and labor, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase contractor's profit and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default contractor's general overhead incurred by Tenant with respect in having the Renovation Improvements completed. Notwithstanding anything to the Additional Allowance shall also be deemed to be a default under the Lease. Any contrary contained herein, it is agreed that costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance following Renovation Improvements are eligible for reimbursement to the Tenant from the Allowance: (i) the Demising Wall, (ii) all electrical work required to demise the space and (iii) relocation of the battery charging station associated with demising the space. In addition, and notwithstanding anything to the contrary contained herein, Landlord acknowledges and agrees that Tenant has commenced certain of the Renovation Improvements prior to the Amendment Effective Date and that the costs associated with such Renovation Improvements shall be paid eligible for reimbursement to Landlord as part of Tenant’s Coststhe Tenant from the Allowance.

Allowance. (a) Landlord will agrees to provide Tenant an allowance as set forth in the Schedule, to design, engineer, install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the “Tenant Allowance”) equal ). The Allowance shall be used for improvements to Fifteen the Premises, including but not limited to costs of construction, space planning, design and No/100 ($15.00) Dollars per square foot architectural fees, engineering costs, and permits for Tenant’s buildout of Rentable Area the Premises as provided in each Phase this Workletter. Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Allowance. After the Commencement Date, Tenant’s payment to Landlord of the Rent for the first calendar month, and Tenant’s occupancy of the Premises, and within thirty (30) days following Tenant’s written request therefor from Landlord, which equals arequest shall provide all receipts, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1invoices, lien waivers, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 other documentation as may be reasonably requested by Landlord in substantiation of such request ($414,990.00) Dollars a “Disbursement Request”), Landlord shall disburse to Tenant the Allowance as substantiated in the Disbursement Request for Phase 2 (subject to adjustment as provided in Section 1 payment by Tenant of the Lease). To the extent that the total cost of expenses associated with the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetor as otherwise permitted hereunder. WORKLETTER - 3 EXHIBIT D RULES AND REGULATIONS 1. Sidewalks, Tenant doorways, vestibules, halls, stairways, and other similar areas shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost disposal of the construction of the Tenant Improvements (includingtrash, without limitationbe obstructed by tenants, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to or be used by tenants or any purpose other than entrance to fund and exit from the increased capacity of the HVAC system over the HVAC system being provided as Leased Premises and for going from one part of the Shell ImprovementsBuilding to another part of the Building. 2. Plumbing fixtures shall be used only for the purposes for which they are designed, as described in Exhibit D (and no sweepings, rubbish, rags or other unsuitable materials shall be disposed into them. Damage resulting to any such fixtures from misuse by a tenant shall be the “Additional Allowance”)liability of said tenant. 3. Tenant may not install ceiling-mounted or in-ceiling speakers within the Premises. 4. Signs, advertisements, or notices visible in or from public corridors or from outside the Building shall repay be subject to Landlord’s prior written approval. 5. Movement in or out of the Additional Allowance (plus simple interest at Building of furniture, office equipment, goods or any other bulky or heavy materials shall be restricted to such hours as Landlord shall reasonably designate. Landlord will determine the rate method and routing of nine (9%) percent per annum), plus sales tax, said items so as to Landlord as follows: Commencing on ensure the Commencement Date safety of each Phase all persons and continuing on the first day property concerned. Advance written notice of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay intent to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over move such period, plus sales tax. Any default by Tenant with respect items must be made to the Additional Allowance Building management office. 6. Building management shall also be deemed have the authority to be a default under prescribe the Leasemanner that heavy furniture and equipment are positioned. 7. Any costs for such increased HVAC capacity as described Corridor doors, when not in Exhibit D in excess of the Additional Allowance use, shall be paid to Landlord as part of Tenant’s Costskept closed.

Allowance. (a) Landlord Provisions in existing collective agreements providing for educational allowances shall be continued in effect. E B SHARING Job sharing defined as an whereby two or more nurses share the hours of work of what would otherwise be one full-time If the Hospital agrees to a job sharing arrangement, the introduction or discontinuance of such job sharing arrangements will provide Tenant an allowance (be determined locally. Once the “Tenant Allowance”) equal Hospital has determined that a vacancy exists and has agreed to Fifteen a job sharing arrangement, the vacancy or vacancies to be posted will be determined locally and No/100 ($15.00) Dollars per square foot of Rentable Area will be filled in each Phase accordance with Article of the Premises, which equals a, total amount of Four Hundred EightyFull-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 time Collective Agreement or Article of the Lease)Part-time Collective Agreement. To The nurses involved a job sharing arrangement will be classified as regular part-time and will be covered by the extent that the total cost provisions of the construction Part-time Collective Agreement. Unless existing benefits, rights, privileges, practices, or conditions of the Tenant Improvements employment which may be considered to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetbe superior to those contained herein are specifically retained by this Agreement, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent they shall be maintained deemed not to continue in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthlyeffect. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; providedIt is, however, hereby confirmed that if Tenant has where such references are made to existing Superior Conditions that they refer to conditions existing prior to October This Agreement shall continue effect March shall remain effect from year to year unless either party gives the other party written notice of termination or desire to amend the Notice that amendments are required or that either party desires to this Agreement may only be given within a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. period of ninety (iii90) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, days prior to the extent available)expiration date of this Agreement or to any anniversary of such expiration date. Within If notice of amendment or termination given by either party, the other party agrees to meet for the purpose of negotiation within thirty (30) days thereafterafter the giving of notice, Tenant shall pay Landlord if requested to do so. Notwithstanding the then remaining balance foregoing provisions, the event the parties to this Agreement agree to negotiate for its renewal through the process of Tenant’s Costscentral bargaining, or Landlord shall reimburse Tenant as the parties will meet to any excess amounts previously paid, as determine the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 procedures to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as followed. Attached hereto and part of the Shell Improvements, as described this Agreement are List of Professional Responsibility Assessment Chairpersons Superior Conditions Any Appendix of Local Provisions The parties have agreed to submit their dispute concerning proposal with regards to layoff procedures to binding interest arbitration in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, accordance with the same provisions for late charges and defaults Labour Arbitration Act Signed at T- Ontario, *day &- NTA R NUR E IAT ION GRIEVANCE NUMBER NATURE OF GRIEVANCE DATE OF OCCURRENCE DATE RECEIVED BY LOCAL The following nurses have allowed their names to stand as applicable to Base Rent payments) an amount sufficient to fully amortize Chairpersons Nursing Assessment Committees in the Additional Allowance (plus interest as set forth above), over such period, plus sales taxabove named sector. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess ▇▇▇▇▇ School of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.Nursing

Allowance. (a) 4.1 Landlord will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant ImprovementsWork completed in accordance with the Final Working Drawings calculated on the basis of $27.50 per rentable square foot of the Premises (the "Allowance "). In Landlord shall make progress payments on a monthly basis as portions of the event Tenant disputes any payment required Work are completed in accordance with Section 4.1. Tenant Work Costs in excess of the Finish Allowance ("Excess Costs ") will be at Tenant's sole cost and expense. 4.2 The Allowance is to be madeexpended solely for the benefit of Landlord; that is, the approval Allowance will be expended only to pay for design, engineering, installation, and construction of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from TenantTenant Work which under the Lease becomes the property of Landlord upon installation and not for movable furniture, equipment, and trade fixtures not physically attached to the Premises; provided, however, that if Tenant has a bona fideshall have the right to use up to $5.00 per rentable square foot of the Allowance for cabling and wiring costs, good faith dispute as move related expenses, and Tenants fixtures and furniture. Any of Landlord's costs and expenses payable to whether a payment is properly dueLandlord, required to be paid by Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion this Work Letter will also be paid out of each Phase, Landlord shall submit the Allowance. Prior to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in commencing construction of the Tenant Improvements or in Work, Tenant taking occupancy shall provide Landlord with notice of the Premises resulting from total estimated cost of all Tenant Work. As design, engineering, and construction work is completed and Tenant receives invoices therefor, Tenant will submit requests for payment to Landlord not more frequently than monthly, along with appropriate lien waivers (substantially in the forms attached hereto as Exhibit 3) and such other documentation as Landlord requires. On a monthly basis following receipt of such documentation (with such payment being made by the 30th of the month if all required documentation is received by Landlord by the 5th of such month), Landlord will pay the amounts requested by delivery to Tenant of Landlord's check(s) payable to Tenant or, at Tenant’s failure 's option, payable to make any Tenant and Tenant’s Costs payments when due shall be 's Contractors jointly. Unless otherwise agreed by Landlord and Tenant in writing and subject to delays beyond Tenant’s responsibility. Tenant’s failure to pay 's reasonable control, if any portion of the costs to be reimbursed by the Allowance has not been requested by Tenant or will be requested for Tenant Work that is ongoing as of September 1, 2001 such amounts shall be forfeited by Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction 4.3 Landlord shall, during completion of the Tenant Improvements (includingWork and immediately thereafter, without limitation, reasonable architectural and engineering fees (subject to reasonably cooperate in the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion balancing of the Tenant Allowance, but in no event Building HVAC system serving the Premises. Landlord shall such credit exceed $50,000.00. (c) In addition to pay for costs of balancing the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity Building Improvements portions of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments for balancing the portions of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize system within the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect Premises. 4.4 Subject to the Additional Allowance shall also be deemed to be a default under mutual waiver in Section 18.6 of the Lease. Any , Tenant will indemnify, defend and hold harmless Landlord, Building Manager, and Landlord's Contractors from and against liability, costs for such increased HVAC capacity as described or expenses in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.accordance with Section 16.1

Allowance. (a) Landlord 6.1. Subject to the following provisions of this Section 6 and the provisions of Section 7, and for Subtenant's Initial Work, and for no other Subtenant's Alterations, Subtenant will provide Tenant an allowance receive $100,000.00 (the “Tenant "Allowance”"), as a build-out allowance to reimburse Subtenant for amounts ("Subtenant's Costs for Initial Work") equal that Subtenant has actually paid to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars construction contractors for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetpermanent leasehold improvements constituting part of Subtenant's Initial Work theretofore completed, Tenant shall pay the full not including any amount paid for moveable partitions, business or trade fixtures, furniture, furnishings or other articles of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement personalty or paid for architectural, engineering, consulting or other fees or for any other costs that are not hard costs of construction of permanent leasehold improvements. Notwithstanding anything to the Tenant Improvementscontrary, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent Subtenant may not use any portion of the Tenant’s Costs, as such amount is then determined by reference Allowance for any Subtenant's Initial Work in the III Space or otherwise related to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) III Antennae or for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights costs incurred with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to any work performed in the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, First Premises or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional installation of any back-up generator or a computer room. 6.2. The parties acknowledge and agree that the entire amount of the Allowance shall also be deemed is expected to be a default under provided by Overlandlord as part of "Landlord's Maximum Contribution" as set forth in the LeaseOver▇▇▇▇▇. Any costs for such increased HVAC capacity as described ▇▇ no case will Subtenant receive with respect to Subtenant's Initial Work any portion of the Allowance in Exhibit D an amount in excess of the amount of Subtenant's Costs for Initial Work, and if Subtenant expends less than the amount of the Allowance in payments for Subtenant's Costs for Initial Work, then the amount of the Allowance will be reduced to such amount as Subtenant actually expends in making such payments, and Subtenant will not receive, by way of a credit against Fixed Rent or Additional Rent or otherwise, the difference between the amount of the Allowance shall be paid and the amount Subtenant has actually expended in making such payments. Except for receipt by Subtenant of the Allowance in accordance with this Sublease, Subtenant is obligated to Landlord pay all costs of, related to, or arising from or as part of Tenant’s Costsa result of, Subtenant's Initial Work and any other Subtenant's Alterations.

Allowance. (ai) Landlord will provide Tenant shall perform the Landlord’s Work shown in accordance with the Construction Drawings and in accordance with the other requirements of this Lease. Landlord’s construction manager for the Landlord’s Work shall be ▇▇▇▇▇▇▇▇ Realty Management, who shall supervise the general contractor selected by Landlord. Landlord shall pay for a portion of the cost of the Landlord’s Work (i.e., the sum of the Hard Costs of Landlord’s Work and the Construction Management Fee) in an allowance amount (the “Tenant Allowance”) equal not to Fifteen exceed the Maximum Allowance and No/100 Tenant shall pay for any and all costs and expenses associated with the Landlord’s Work (including, without limitation, such additional expenses which result from any special work, materials, finishes or installations required by Tenant, unforeseen field conditions, or from any delays in the Landlord’s Work occasioned by Tenant) in excess of the Maximum Allowance, if any (“Tenant’s Excess Share”). The Allowance may be used and applied only against the cost of labor and materials, general contractor’s overhead and profit, contractors* insurance, taxes, bonds and permit fees, impact fees and other similar fees required (collectively, “Hard Costs”) in connection with Landlord’s Work, except that (x) up to $15.00) Dollars [******] (i.e., $[******] per rentable square foot of Rentable Area in each Phase the Premises) of the Allowance may be used by Tenant to reimburse Tenant for the following documented, out-of-pocket “soft” costs incurred by Tenant: costs paid by Tenant for the purchase and installation of Tenant’s furniture, fixtures and equipment, architectural and engineering fees and the Construction Management Fee (defined below), (y) up to $[******] (i.e., $[******] per rentable square foot of the Premises, which equals a, total amount ) of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars the Allowance may be used by Tenant to reimburse Tenant for Phase 1the Hard Costs of Tenant’s Work, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00z) Dollars any unused Allowance may be used for Phase 2 (subject to adjustment approved change orders as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”5(i) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five All costs of Landlord’s Work (75%which shall include the Construction Management Fee [defined below], which Construction Management Fee shall be deducted from the Allowance by Landlord) percent in excess of Tenant’s Costs the Maximum Allowance shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment)demand therefor. Tenant shall pay not be entitled to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share any credit or payment from Landlord for any portion of the cost Allowance not utilized by Tenant on or before the date that is nine (9) months after the Commencement Date of the Tenant Improvements. In Term of the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such paymentsLease. (iii) After Substantial Completion For purposes hereof, the “Construction Management Fee” shall equal the sum of each Phase(x) $[******] plus (y) two percent (2%) of the difference of (i) $[******] subtracted from (ii) the total of all Hard Costs of Landlord’s Work and all architectural and engineering fees incurred by Landlord. (iv) Notwithstanding anything to the contrary herein, in addition to the Allowance, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for contribute $[******] towards the cost of Landlord’s Work, representing half of certain costs associated with the construction of the Tenant Improvements (including, without limitation, reasonable architectural demising wall between the Premises and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum)other premises, plus sales taxthe amount of $[******] representing the contractor’s overhead therefor, to Landlord as follows: Commencing on the Commencement Date for a total contribution of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs$[******].

Allowance. (a) Landlord will shall provide Tenant an a construction allowance (the “Tenant "Allowance”') equal to Fifteen as set forth in Section I above. Landlord shall make the Allowance available towards: (1) costs of permanent leasehold improvements included in the Work, including labor, hardware, equipment and No/100 materials, contractors' charges for overhead and fees, and general conditions, (2) costs of the Space Plan and Construction Drawings, provided such costs, as a share of the Allowance, shall not exceed Two and 50/100 Dollars ($15.002.50) Dollars per rentable square foot feet of Rentable Area space in the Premises (i.e., $34,550.00 for each Phase the 7th Floor Premises and the 10th Floor Premises, and $10,110 for the 9th Floor Premises) (and which shall exclude planning for furniture, fixtures and equipment), (3) costs incurred by Tenant for real estate consulting fees payable to Tenant's broker identified in the Basic Lease Information ("TENANT'S BROKER") in connection with the Lease, provided such costs, as a share of the PremisesAllowance, which equals ashall not exceed, total amount of in the aggregate, Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 Dollars ($485,235.004.00) Dollars for Phase 1per rentable square feet of space in the 7th Floor Premises (i.e., $55,280.00) (the "PERMITTED REAL ESTATE CONSULTING FEE"), and Four Hundred Fourteen Thousand Nine Hundred Ninety (4) Landlord's costs and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment administrative fee, as provided in Section 1 of the Lease)described above. To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant Landlord shall pay the full amount Permitted Real Estate Consulting Fee directly to Tenant's Broker upon receipt of such excess (“an invoice from Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained 's Broker setting forth in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid detail reasonably satisfactory to Landlord the remaining seventy-five (75%) percent amount of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid real estate consulting fees owed by Tenant to Landlord in monthly installmentsTenant's Broker, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment which invoice shall be accompanied by a copy written authorization from Tenant to remit the Permitted Real Estate Consulting Fee to Tenant's Broker. If all or any portion of the documentation submitted or to Allowance shall not be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phaseused, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, be entitled to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural savings and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a no credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00therefor. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. Subject to Exhibit D and provided no Event of Default exists and is continuing without having been remedied (it being agreed that if such Event of Default shall be cured by Tenant prior to Landlord’s exercise of the Landlord’s remedies specified in Section 23.2, (a), and/or (b) of this Lease, then Tenant shall be entitled to the Tenant Improvement Allowance), Landlord will provide shall make available to Tenant an allowance up to $1,318,280.00 (the “Tenant Improvement Allowance”) equal (calculated as $40.00 for each of 32,957 Rentable Square Feet) to Fifteen be used for and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: connection with (i) Prior to commencement of the purchase, installation and construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five space planning, architectural and engineering expenses related to the Tenant Improvements, (75%iii) percent of Tenant’s Costs shall be paid by plan review, permits, inspections and other governmental requirements and approvals relating to the Tenant Improvements, (iv) construction management services relating to Landlord the Tenant Improvements, and (v) any and all costs, expenses, fees and charges incurred in monthly installmentsconnection with the Tenant Improvements and/or the items described in (i) through (iv) above. Notwithstanding the foregoing specified uses for the Tenant Improvement Allowance, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy Tenant may use up to $2.00 per Rentable Square Foot of the documentation submitted or to be submitted by Landlord to its construction lender Tenant Improvement Allowance as reimbursement for actual moving expenses and data and cabling expenses upon the presentation of an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date invoice of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay such costs to Landlord, within ten (10) days after submission of such items, an amount equal . If the Tenant Improvement Allowance is insufficient to Tenant’s pro-rata share of defray the entire cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid entirely by Tenant pursuant to the terms and conditions specified in Exhibit D. Landlord as part of Tenant’s Costshas no obligation to advance more than the Tenant Improvement Allowance for any items under any circumstances.

Allowance. (a) Landlord will provide shall reimburse Tenant an allowance (for the “hard costs” incurred related to the Tenant Allowance”) Improvements, up to an amount equal to Fifteen and No/100 the Allowance ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided defined in Section 1 of the Lease1.01). To The agreements of Landlord and Tenant regarding the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) are as follows: (ia) Prior In the event the costs and expenses associated with the Tenant Improvements exceed the Allowance, such excess costs shall be borne solely by Tenant and shall be paid in full by Tenant prior to commencement delinquency. (b) Landlord shall make up to six (6) disbursements of the Allowance in accordance with the pay applications provided by Tenant’s General Contractor, certified by Tenant’s architect or its representative (or, if the cost is not related to the design or construction of the Tenant Improvements, Tenant by an authorized representative of Tenant) and approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed). All disbursements, except for the final disbursement shall pay Landlord an amount equal to twenty-five be in amounts not less than $300,000. The first such disbursement shall be made upon Tenant’s completion of construction of fifty percent (2550%) percent of the Tenant Improvements (based on projected costs). The final disbursement shall be paid upon completion of the Tenant Improvements and Landlord’s receipt of all Final Documents (as defined below). Provided, Landlord’s obligation to make such disbursements shall be subject to the following conditions: (i) Landlord shall not be obligated to make any disbursements of the Allowance prior to Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid delivery to Landlord the remaining seventy-five of (75%A) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments evidence of Tenant’s Costsreceipt of all necessary permits required to commence construction of the Tenant Improvements and (B) a final, complete copy of the CDs, as described belowagreed to by Landlord and Tenant. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs Landlord shall not be paid by Tenant obligated to Landlord in monthly installments, based upon requests for payment submitted by Landlord not make more than monthly. Each request for payment shall be accompanied by a copy one (1) disbursement of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with Allowance in any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such paymentscalendar month. (iii) After Substantial Completion of each Phase, Landlord shall submit not be obligated to make any disbursement of the Allowance until Landlord receives current Supporting Documents (as defined herein) or Final Documents, as applicable. Landlord shall pay applicable disbursements to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation on or before the date that is the later of: (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within A) thirty (30) days thereafterfollowing Landlord’s receipt of a valid request for disbursement of the Allowance and all appropriate Supporting Documents or Final Documents, as applicable, and (B) the date that is two (2) business days immediately following the day on which Landlord receives the corresponding loan disbursement from its mortgagee(s) for purposes of the Allowance (in no event to exceed forty-five (45) days following Landlord’s receipt of the documentation referenced in the foregoing clause (A)). The obligation of Landlord to make each such disbursement of the Allowance is subject to the condition precedent that, on the date of such disbursement, no event has occurred and is continuing which constitutes a Default of Tenant under the Lease. After disbursement of the Allowance (or any portion thereof) by Landlord to Tenant, Tenant shall pay Landlord the then remaining balance of be solely responsible for disbursement to Tenant’s CostsGeneral Contractor, or Landlord shall reimburse Tenant as to any excess amounts previously paidsubcontractors, as the case may be. Tenant’s Costs represent a reimbursement architect, engineers and material suppliers of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of designing, planning and constructing the Tenant Improvements (includingImprovements. As used herein, without limitationthe term “Supporting Documents” shall mean, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to each disbursement (excluding the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess final disbursement) of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.hereunder:

Allowance. (a) Landlord will provide Tenant an shall receive a total improvement and refurbishment allowance (the “Tenant "Allowance”") equal to Fifteen which shall be applied towards leasehold improvements and No/100 refurbishments as set forth in Section 2.2 (including signage, as set forth in Section 5.4 (c) hereof); the Allowance shall be in the total sum of Fifty-Two Thousand Dollars ($15.0052,000.00). (b) Dollars per square foot of Rentable Area in each Phase The cost of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five leasehold improvements and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 refurbishments shall be paid monthly by Landlord out of the Lease)Allowance based upon the draw schedule and work in place. To Tenant and Tenant's construction coordinator shall receive a copy of each monthly requisition. It is hereby agreed that all permanently affixed leasehold improvements, if any, shall immediately become the extent that property of Landlord upon completion unless otherwise agreed to in writing. (c) In the event the total cost of the construction leasehold improvements and refurbishments is less than the Allowance, Landlord shall retain such amount as its property and there shall be no payment to Tenant or abatement of Rent with respect thereto. (d) In the Tenant Improvements event the total cost of completing the improvements and refurbishments to the Premises exceeds shall exceed the Tenant Improvement Allowance based on (the Construction Budget"Excess Costs"), Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s said Excess Costs shall be paid by Tenant to Landlord in monthly installmentscash, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlordin full, within ten thirty (1030) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant's demand therefor; provided, however, that if Tenant has a bona fideat Tenant's election such Excess Costs (but not to exceed Two Dollars [$2.00] per square foot of GRA in the Premises) may be amortized as additional Base Rent over the Main Term, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. calculated using an interest factor of twelve percent (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available12%). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance Attached hereto as Schedule I is a copy of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended bills received by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed performance of the initial improvements to the Premises. (e) Landlord represents and warrants that, upon the Commencement Date and completion of the improvements and refurbishments to the Premises to be a default under performed by Landlord pursuant to Section 2.2 hereof, the Lease. Any costs for such increased HVAC capacity as described Premises are and shall be in Exhibit D in excess compliance with all requirements of the Additional Allowance Americans with Disabilities Act of 1990 (the "ADA"). Upon completion of the improvements and refurbishments, Landlord shall be paid responsible for ADA compliance issues with respect to Landlord as part of Tenant’s Coststhe Common Areas and Tenant shall be responsible for all ADA compliance issues within the Premises.

Allowance. (ai) Landlord will provide Tenant an allowance Provided Subtenant is not in default hereunder, beyond any applicable notice and cure period, Sublandlord agrees to contribute $1,778,070.00 (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of toward the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the design and construction of the Tenant Improvements initial Subtenant Improvements; the Allowance will be allocated among the First Floor Space and the Fourth Floor Space as follows: $165,900.00 (i.e., $60.00 per rentable square foot) will be applied to the Premises exceeds design and construction of Subtenant Improvements in the Tenant Improvement Allowance based on First Floor Space, and $1,612,170.00 (i.e., $45.00 per rentable square foot) will be applied towards the Construction Budget, Tenant shall pay design and construction of Subtenant Improvements in the full amount of such excess (“Tenant’s Costs”) as follows: (i) Fourth Floor Space. Prior to the commencement of construction of the Tenant initial Subtenant Improvements, Tenant shall pay Landlord Subtenant will submit to Sublandlord an amount equal estimate of the cost of design and construction of such Subtenant Improvements based upon the general contractor’s bid for such work (the “Improvements Cost”). As work progresses, Sublandlord will disburse the Allowance to twenty-five Subtenant in monthly draws based upon the ratio that the Allowance bears to the Improvements Cost (25for example, if the Allowance is eighty percent (80%) percent of the Tenant’s CostsImprovements Cost, Sublandlord will fund eighty percent (80%) of the monthly draws), as follows: monthly disbursements of the Allowance shall be paid to Subtenant’s contractor within thirty (30) days after receipt of the following documentation: (x) an application for payment containing true, correct and complete copies of invoices from Subtenant’s contractors or vendors covering all of the Subtenant Improvements covered by such amount is then determined by reference draw; (y) contractor’s, subcontractor’s and material supplier’s conditional waivers of liens which shall cover all of the Subtenant Improvements and all other statements and forms required for compliance with the mechanics’ lien laws of the state of California; and (z) plans and specifications for the Subtenant Improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building and Subleased Premises; notwithstanding anything herein to the Construction Budget. Such twenty-five (25%) percent contrary, Sublandlord shall not be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid obligated to Landlord the remaining seventy-five (75%) percent disburse any portion of the TenantAllowance during the continuance of an uncured default under this Sublease, and Sublandlord’s Costs, at which time Landlord; will utilize obligation to disburse shall only resume when and if such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described belowdefault is cured. (ii) The remaining seventy-five Notwithstanding the allocations of the Allowance as between the Fourth Floor Space and the First Floor Space described in Section 16.2(c)(i) above, if, following the completion of the initial Subtenant Improvements, the cost of the initial Subtenant Improvements constructed on one floor of the Subleased Premises exceeded the applicable Allowance allocation for such floor (75%thereby resulting in Subtenant paying such excess cost), but the cost of the initial Subtenant Improvements on the other floor of the Subleased Premises were less than the allocated Allowance amount for such floor (and, as a result, Subtenant did not expend all of the portion of the Allowance allocated to such floor), then upon prior written approval of Sublandlord (which shall not be unreasonably withheld, conditioned or delayed), Subtenant may apply the unallocated portion of the Allowance towards the excess cost incurred on the alternate floor; by way of example, if the initial Subtenant Improvements in the First Floor Space cost $63.00 per rentable square foot, such that Subtenant paid $3.00 per rentable square foot of the First Floor Space (i.e., $8,295.06) percent directly towards the cost of Tenant’s Costs such Subtenant Improvements, but the initial Subtenant Improvements in the Fourth Floor Space cost $44.00 per rentable square foot (leaving an excess Allowance allocation with respect to the Fourth Floor Space of $35,826.00), Subtenant shall be paid by Tenant permitted to Landlord apply $8,295.00 from such excess portion of the Allowance allocated to the Fourth Floor Space towards the cost of initial Subtenant Improvements constructed in monthly installmentsthe First Floor Space. Notwithstanding the foregoing, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment Sublandlord’s right to approve such reallocation of the Allowance as set forth in the preceding sentence shall be limited to Sublandlord’s satisfaction that Subtenant has fully built out all of the Subleased Premises in the manner described below in this Section l6.2(c)(iii). Any Allowance not applied towards the cost of construction of the initial Subtenant Improvements may be applied by Subtenant towards the cost of purchase and installation of cabling, wiring, furniture and other costs of moving into the Subleased Premises; such application will take place by Sublandlord’s reimbursement to Subtenant of such excess within thirty (30) days after written request by Subtenant, accompanied by a copy applicable invoices. However, no such use of any portion of the documentation submitted or Allowance will take place unless and until Subtenant has constructed Subtenant Improvements within the entire Subleased Premises to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan a first class standard (including, without limitation, the following: the Subleased Premises shall have been improved with a certification by the Architect that drop ceiling, all work up necessary HVAC ductwork and systems will be operational, all improvements will be completed to the date extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be finished appropriately). Additionally, if any portion of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based Allowance is spent on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of acquisition of furniture or Eligible Personal Property (defined below), at Sublandlord’s option, such furniture or Eligible Personal Property will become the Tenant Improvementsproperty of Sublandlord at the expiration or sooner termination of the Term; however, if Subtenant exercises the Option to Extend, at the expiration of the Option Term, any such furniture or Eligible Personal Property will become the property of Subtenant and Subtenant will be responsible for the removal of same. In Any Allowance not applied to the event Tenant disputes any payment required to be made, foregoing costs following the approval full initial build-out of a draw request by Landlord’s construction lender the Subleased Premises shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute applied as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.a

Allowance. (a) Landlord will provide In accordance with the terms of Exhibit B, Tenant an shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total maximum amount of Four One Million Six Hundred Eighty-Three Thousand Eight Hundred Twenty-Five Thousand Two Hundred Dollars ($1,683,825) for all hard and soft costs incurred by Tenant relating to the design and construction of Tenant’s improvements at the Premises (“Tenant Improvement Work”), provided that Thirty-Five and No/100 Three Thousand Dollars ($485,235.0033,000) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior be credited to commencement of construction of Landlord and deducted from the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) Improvement Allowance for a construction management fee for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D Improvement Work (the “Additional AllowanceManagement Fee”). For avoidance of doubt, the Tenant shall repay the Additional Improvement Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as is not applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default and shall not be used by Tenant with respect to the Additional Roof Deck (as hereinafter defined). Tenant may utilize up to a maximum amount of Five Hundred Eighteen Thousand One Hundred Dollars ($518,100) of the Tenant Improvement Allowance shall also towards the cost of furniture, fixtures, moving costs and applied towards future payments of Base Rent; provided, however, (i) any costs related to furniture, fixtures and moving must be deemed utilized within six (6) months after the Commencement Date, otherwise such right to be a default under use this specific portion of the Lease. Any costs Tenant Improvement Allowance for such increased HVAC capacity as described in Exhibit D in excess items is waived, and (ii) any amounts of this specific portion of the Additional Tenant Improvement Allowance may be applied towards future payments of Base Rent up and until the first anniversary of the Rent Commencement Date, otherwise such right to apply to future payments of Base Rent shall be paid waived. In addition to the Tenant Improvement Allowance, Landlord as part has previously disbursed to Tenant the amount of Tenant’s CostsSeven Thousand Seven Hundred Seventy-One Dollars and Fifty Cents ($7,771.50) towards the payment of the plans for the Tenant Improvement Work (“Plans Allowance”).

Allowance. (a) Landlord will provide Tenant an shall be entitled to a one-time tenant improvement allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 $25,000.00 to be applied toward the Allowance Items ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided defined in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described 1.2 below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay be responsible for all costs associated with the Tenant Improvement Work, including the costs of the Allowance Items, to the extent such costs exceed the lesser of (a) the Allowance, or (b) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. If any portion of the Allowance remains after the Allowance Items have been fully paid for, Landlord, upon Tenant’s request, shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant, to be applied (as specified in Tenant’s request), toward (i) the reasonable costs of furniture or typical office equipment purchased by Tenant for use in the Premises during the Term (“FF&E Costs”), which furniture and/or equipment shall be Tenant’s Property under the Lease, within ten (10) 30 days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the receiving paid invoices from Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. FF&E Costs, (ii) the cost of moving Tenant’s furniture, equipment and/or other personal property into the Premises (“Moving Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Moving Costs, (iii) After Substantial Completion the cost of each Phaseinstalling data or telecommunications cabling in the Premises (“Cabling Costs”), Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, within 30 days after receiving paid invoices from those Tenant with respect to whom remaining amounts are duesuch Cabling Costs, (iv) the installment(s) of Base Rent next due and payable under the Lease, as amended, or (v) provided Landlord is then the landlord under the New Lease, towards any “Allowance Items”, “FF&E Costs”, “Moving Costs” or “Cabling Costs” under the New Lease (as defined in Section 7.1 of the Agreement), to the extent available)defined in and provided for in the New Lease. Within thirty Notwithstanding the foregoing, if Tenant fails to use the entire Allowance (30including any Excess Allowance) days thereafterby October 31, 2010, the unused amount shall revert to Landlord and Tenant shall pay Landlord have no further rights with respect thereto. Notwithstanding any provision in this Work Letter or the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the New Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d)contrary, above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit Landlord’s collective allowance payment/application obligations pursuant to this Work Letter and the “Work Letter” attached to the New Lease, if any, exceed $50,000.00100,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. To help defray the costs of improvements Tenant desires to make to the 2017 Remaining Premises (a) the “2017 Remaining Premises Improvements”), Landlord will provide agrees to make available to Tenant an allowance (the “Tenant Allowance”) in an amount equal to Fifteen and No/100 $11,258,000.00 (i.e., $15.00) Dollars 36.66 per square foot of Rentable Area in each Phase of the 2017 Remaining Premises) (the “Improvement Allowance”). The Improvement Allowance shall be payable on account of costs incurred in designing and constructing the 2017 Remaining Premises Improvements. Landlord shall pay the Improvement Allowance to Tenant with Landlord’s execution and delivery to Tenant of this Amendment. However, which equals ain lieu thereof Tenant may elect to receive the Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and documentation as required by title insurance companies and institutional construction lenders, total in a manner in keeping with the allowance disbursements made pursuant to Part VII of the Work Letter attached as Exhibit D to the Original Lease. In either event, Landlord shall be permitted to offset against the Improvement Allowance any amounts past due to Landlord by Tenant under the Lease. If the actual costs of the 2017 Remaining Premises Improvements exceed the amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction BudgetAllowance, Tenant shall pay the full amount of excess costs without reimbursement from Landlord as and when such excess (“Tenantcosts become due and payable. Landlord’s Costs”) as follows: (i) Prior obligation to commencement of construction make the Improvement Allowance available to Tenant shall expire with respect to any portion of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount Improvement Allowance that is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid not used by Tenant to Landlord in monthly installmentson or before December 31, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant2018; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction 2017 Remaining Premises Improvements is less than the Improvement Allowance, or if Tenant elects not to perform any 2017 Remaining Premises Improvements, then so long as Tenant is not then in default of its obligations under the Lease, Tenant, by written notice to Landlord made no later than such date, may request that any portion of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive Improvement Allowance that is unutilized be applied as a credit against the Base next installments of Rent to become due under the Lease for Lease, or be paid over to Tenant. Landlord shall be permitted to offset against the Improvement Allowance any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, amounts past due to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described 2017 Remaining Premises Improvements that Tenant elects to make shall be completed in Exhibit D in excess accordance with Sections 9 and 10 of the Additional Allowance shall be paid to Landlord Second Amendment and the remainder of the Lease, except that ▇▇▇ ▇▇▇▇▇▇▇▇ is hereby designated as part of Landlord’s Designated Representative and Tenant’s CostsFacilities Manager is hereby designated as Tenant’s Designated Representative. Without limiting Tenant’s right to seek approval of other contractors, Landlord acknowledges and agrees that as of the Seventh Amendment Effective Date ▇▇▇▇▇▇▇, RJM, and ▇▇▇▇▇▇▇ Builders are all approved as general contractors, and ▇▇▇ ▇. ▇▇▇▇ is approved for the design work relating to the 2017 Remaining Premises Improvements. If Tenant does not elect to defer its receipt of the Improvement Allowance (i.e., if a lump sum payment of the Improvement Allowance is delivered to Tenant with Landlord’s execution and delivery of this Amendment), Tenant may utilize the Improvement Allowance for any purpose whatsoever, and need not provide Landlord with any accounting of its use of the Improvement Allowance.

Allowance. (a) Landlord will and Tenant agree that Landlord shall provide Tenant with an allowance of Four Hundred Forty Thousand and 00/100 Dollars ($440,000.00) (the “Tenant Improvement Allowance”) equal for the Tenant Work and any other work and improvements that Tenant may in its discretion elect to Fifteen and No/100 make to the Premises ($15.00) Dollars per square foot of Rentable Area in each Phase of collectively the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease“Tenant Improvements”). To The Tenant Improvement Allowance may be used for the extent that Tenant Improvements and any costs relating to the total cost of the construction design, construction, acquisition and installation of the Tenant Improvements to be installed in the Premises exceeds Leased Premises, including without limitation, architectural and engineering fees, licenses, permits and the costs of any and all plans and specifications and/or construction of the Tenant Improvement Allowance based on the Construction BudgetImprovements. With respect to all Tenant Improvements, if such Tenant shall pay the full amount Improvements consist of such excess (“Tenant’s Costs”) as follows: any structural improvement, then (i) Prior Tenant’s choice of architects/space planner and contractor, if any, with respect to such Tenant Improvements, shall be subject to Landlord’s prior written approval, with approval not to be unreasonably withheld, conditioned or delayed, (ii) prior to commencement of construction of the Tenant Improvements, Tenant shall pay provide Landlord an amount equal to twenty-five with plans and specifications for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, (25%iii) percent of the such Tenant Improvements shall be constructed in accordance with such plans and specifications approved by Landlord, and (iv) Tenant or Tenant’s Costs, as such amount is then determined by reference to contractor shall carry “Builder’s All Risk” insurance in commercially reasonable amounts covering the Construction Budgetconstruction Tenant Improvements. Such twenty-five (25%) percent All Tenant Improvements shall be maintained performed and completed in an interest-bearing escrow account non-commingled compliance with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent all applicable laws, codes, regulations and ordinances, free of the liens and without any claims for unpaid bills or materials, labor or supplies. Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) contractor or contractors for the monthly payments Tenant Improvements shall be licensed and carry Worker’s Compensation insurance covering all of their respective employees, and shall also carry commercial general liability insurance, including property damage, all with commercially reasonable limits in form reasonably approved by Landlord. Tenant’s Costscontractor or contractors shall submit to Landlord, as described below. (ii) The remaining seventy-five (75%) percent a Certificate of Tenant’s Costs shall be paid by Tenant to Insurance, naming Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment)additional insured. Tenant shall pay furnish to Landlord, within ten (10) days after submission to the extent applicable, executed construction permits, evidence reasonably satisfactory to Landlord of final inspection of the Tenant Improvements by all governmental agencies having jurisdiction over the Premises and such itemsinvoices, an amount equal certifications, affidavits, lien releases and other documentation as Landlord may reasonably request, to be assured, to Landlord’s reasonable satisfaction, that the Tenant Improvements have been completed in compliance with all laws and, if applicable, in accordance with the plans and specifications approved by Landlord and have been paid for by Tenant’s pro-rata share . Landlord shall have the option to either pay such expenses directly or to have Tenant be responsible for paying such expenses. Tenant will be responsible for paying all costs of the Tenant Improvements in excess of the Tenant Improvement Allowance. If the Tenant Improvement allowance is not fully used by the first anniversary of the Delivery Date or the cost of the Tenant ImprovementsImprovements is less than the Tenant Improvement Allowance, such money shall remain the sole property of Landlord and shall be forfeited and no longer offered. In Tenant shall not be given any such surplus in cash or allowed to use such surplus in any manner. Landlord shall pay to Tenant (or if determined by Landlord directly to Tenant’s general contractor), the event Tenant disputes Improvement Allowance in multiple disbursements (but not more than once in any calendar month), following the receipt by Landlord of the following items: (a) An application for payment required substantially in the form of AIA Document G-702, covering all work for which disbursement is to be mademade to a date specified therein, the approval of a draw request by Landlordand (b) The architect’s construction lender shall be evidence certification that the work for which payment is properly due from Tenant; providedhas been requested has been completed, howeverincluding with respect to the last application for payment only, that if Tenant has any punch- list items, on appropriate AIA form or another form reasonably approved by Landlord (collectively a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to “Completed Application for Payment”). Landlord shall pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit requested in the applicable Completed Application for Payment to Tenant a final accounting of (or, if determined otherwise by Landlord, directly to Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within general contractor) within thirty (30) days thereafterfollowing Tenant’s submission of the Completed Application for Payment. Notwithstanding anything to the contrary contained herein, in accordance with Section 2, Tenant shall pay Landlord not permit any mechanic’s, materialman’s or other lien against the then remaining balance Premises in connection with any labor, materials or services furnished or claimed to have been furnished by or on behalf of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. In connection with Tenant’s leasing of the Premises and the initial renovation thereof, Landlord shall provide to Tenant a tenant. improvement allowance not to exceed Eight Million Nine Hundred Twelve Thousand Five Hundred Fifty and zero/100 Dollars ($8,912,550) (i.e., $75.00 per rentable square foot of the Premises) (the “Allowance for (a) Landlord will provide tenant improvements performed in or to the Premises by Tenant an allowance following the date of this Lease, inclusive of all costs for plans and specifications therefor, and all costs incurred to design, engineer, construct and install the same (the “Tenant AllowanceHard Costs”), and (b) Landlord’s construction oversight, Tenant’s Project Management, permit costs, and related telephone and computer cabling and wiring costs (the “Soft Costs”) equal (such work and tenant improvements being hereinafter collectively referred to Fifteen and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of as the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease“Tenant Work”). To the extent that the total cost of the construction Tenant shall, in connection with its performance of the Tenant Improvements Work, be solely responsible to obtain a certificate of occupancy or non-residential use permit for the Premises exceeds the Premises. The Tenant Improvement Allowance based on the Construction BudgetWork shall be deemed an Alteration for all purposes hereunder and shall be performed in accordance with Exhibit A-I attached hereto. Subject to Landlord’s prior written approval thereto, which shall not be unreasonably withheld, delayed or conditioned, Tenant shall pay have the full amount of such excess (“Tenant’s Costs”right to hire its own architect, project manager, and contractor(s) as follows: (i) Prior to commencement of for the design, engineering, and construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent although it is the preference of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not and more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are dueefficient overall, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to use one General Contractor for all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest work at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Building. Tenant shall pay to Landlord (along with Tenantor, at Landlord’s regular monthly payments election, to its construction contract manager), a construction contract oversight fee equal to one percent (1%) of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect fee not to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess exceed $.75 per rentable square foot of the Additional Allowance Premises) advanced, which shall be paid to Landlord from the Allowance. Tenant shall promptly submit to Landlord (but no more frequently than monthly), (1) invoices for all Hard Costs and Soft Costs incurred by Tenant in performing the Tenant Work, together with a signed architect’s certificate of substantial completion of work performed in connection therewith, (2) signed waivers and releases of mechanic’s liens executed by all the general contractor contractors, subcontractors and suppliers performing the Tenant Work or providing materials in connection therewith conditioned only upon payment (as part to funds being requested), and (3) such other information or documentation as Landlord or its lender may reasonably request or require, such as an estoppel certificate, or upon substantial completion of the Tenant Work, an occupancy permit and/or architect’s final certificate of substantial completion (and architect’s confirmation of completion in compliance with approved plans). Landlord shall, directly pay Tenant’s Costscontractors, including general contractor, architect, engineer, project manager, owner’s suppliers, vendors, and consultants for appropriate amounts requested by the invoices, within forty-five (45) days of receipt of a request from Tenant. In addition to the foregoing, Tenant shall provide Landlord with final lien waivers from the general contractor, conditioned upon payment, subcontractors and suppliers as a condition of the final payment of amounts owed for the Tenant Work. In no event, however, shall Landlord be obligated to reimburse or credit Tenant for any amount if it individually or in the aggregate exceeds the total amount of the Allowance. Notwithstanding the foregoing, Landlord shall have no obligation to reimburse Tenant or to credit any portion of the Allowance under this Section for Hard Costs or Soft Costs if Tenant fails to comply with the terms and conditions of this Section, or if Tenant is in default of this Lease beyond applicable notice and cure periods at the time Tenant makes a request for payment or reimbursement. Tenant shall submit to Landlord all invoices and requests for reimbursement or payment of all Hard Costs and Soft Costs no later than the twelve (12) months following the Lease Commencement Date (such day being hereinafter referred to as the “Invoice Submission Deadline”); and Landlord shall have no obligation to reimburse Tenant or pay any amounts for any invoices submitted after such Invoice Submission Deadline, time being of the essence thereto. Any unapplied or unused portion of the Allowance shall be deemed forfeited by Tenant and retained by Landlord; with the exception that up to $10.00 per rentable square foot of the Premises may be converted from the Allowance, if Tenant shall fail to use all of the Allowance, and not be in default under this Lease, towards the payment of Base Rent provided Tenant notifies Landlord in writing of such conversion no later than twelve (12) months following the Lease Commencement Date.

Allowance. (a) The Tenant hereby accepts the Leased Premises “As Is” on the date that the Landlord will delivers the Leased Premises to the Tenant and acknowledges and agrees the Landlord shall have no obligation to construct any tenant improvements to the Leased Premises or make any alterations or additions thereto, except that the Landlord agrees to provide the Tenant an a buildout allowance (the “Tenant Allowance”) equal to Fifteen and No/100 (of $15.00) Dollars 83.50 per square foot of Rentable Area of the Leased Premises (the “Allowance”). The Allowance shall be inclusive of all costs of all design, special consultants, engineers and project management fees, permits and Tenant signage. The Allowance for the initial Leased Premises shall be available to Tenant for the purpose of paying Tenant’s actual expenses incurred in each Phase connection with the planning, design and construction of the Leasehold Improvements, voice or data cabling costs, and security costs, as of the Effective Date and shall be available through December 31, 2015. Up to $20.00 per square foot of Rentable Area of the Leased Premises of any unused Allowance (the “Discretionary Portion of the Allowance”) may be used toward moving costs, furniture, communications (e.g., voice data cabling, phone switch, and the like) or any other cost incurred in connection with this Lease or if Tenant elects, may be applied as a credit against Rent. Landlord will reimburse Tenant for such out-of-pocket costs within thirty (30) days of Landlord’s receipt of the documentation and information required under, and in accordance with the procedure and timing under, Section 10 below. If Tenant fails to use the entirety of the Allowance attributable to the initial Leasehold Improvements to the Leased Premises, as set forth above, by December 31, 2015, then any remaining balance of the Allowance (not to exceed the Discretionary Portion of the Allowance) shall automatically be used and applied to the first Rent as and when due under this Lease thereafter. Tenant must notify Landlord by December 15, 2015 as to how any remaining balance of the Allowance is to be applied in accordance with the foregoing provisions. The Allowance shall be used to pay for Tenant’s cost and expenses as described below, to be applied below the existing semi-finished ceiling in the Premises (i.e. Tenant shall not be charged for such semi-finished ceiling or any other existing improvements already installed by Landlord or for any Building standard materials located or stacked on the floor ready for use by Tenant at its option). Such Allowance shall be inclusive of all costs and expenses of construction of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five including all design fees and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease)construction management fees. To the extent that the total cost of construction costs exceed the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetallowance, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior directly to commencement of construction the vendor after the Allowance has been exhausted. The Tenant shall be responsible for all costs of the Tenant Leasehold Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of including the construction of costs and other costs related thereto, exceeding the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Landlord will shall provide Tenant with an allowance of up to $200,000.00 (the “Tenant Allowance”) equal to Fifteen be used towards the cost of Tenant’s Work (including the design fees of Tenant’s architects and No/100 ($15.00) Dollars per square foot of Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Leaseengineers). To When Tenant has incurred costs for the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction BudgetTenant’s Work, Tenant shall pay the full amount of such excess submit to Landlord from time to time (“but no more frequently than monthly) requisitions for payment setting forth any costs incurred for Tenant’s Costs”Work, together with waivers of lien from all contractors and subcontractors, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for Tenant’s Work, to the reasonable satisfaction of Landlord. Landlord shall, within thirty (30) as follows: days following Landlord’s receipt thereof, pay to Tenant ninety (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (2590%) percent of the Tenant’s Costs, amount of each such requisition (or of such lesser amount as such amount is then determined approved by reference to the Construction Budget. Such twenty-five Landlord) with ten (2510%) percent to be retained. Such payments, in the aggregate, shall be maintained in not exceed an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid amount equal to Landlord the remaining seventy-five ninety (7590%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five Allowance. Landlord shall pay to Tenant the ten (2510%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, retained as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, aforesaid within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafterfollowing the submission by Tenant of a written statement from ▇▇▇▇▇▇’s architect or engineer that ▇▇▇▇▇▇’s Work has been completed in accordance with the approved construction plans, Tenant shall pay Landlord the then remaining balance a final lien waiver executed by ▇▇▇▇▇▇’s general contractor, and a final certificate of occupancy for, and any other required governmental approvals of, ▇▇▇▇▇▇’s Work. The costs of Tenant’s CostsWork shall include all costs incurred by Tenant for construction and installation of improvements (but excluding any trade fixtures or personal property), or Landlord shall reimburse including the costs of all labor and materials, and all contractor’s fees. Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion responsible for paying for all costs of Tenant’s Costs when due shall constitute a default under Work not included in the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to Allowance and for all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost costs in excess of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only)Allowance. Tenant shall receive a not be entitled to any rent credit against the Base Rent to become due under the Lease or refund for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Costs.

Allowance. (a) Provided no Event of Default or event that with the giving of notice or passage of time would become an Event of Default has occurred and remains outstanding, Landlord will shall provide to Tenant an a construction allowance equal to $23.00 per rentable square foot in the Premises (the “Tenant Allowance”) equal to Fifteen and No/100 (be applied toward the Total Construction Costs including up to $15.00) Dollars 5.00 per rentable square foot of Rentable Area in each Phase the Allowance towards purposes other than payment of the Premiseshard construction costs, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date for (a) telecommunications equipment and installation, (b) furniture, fixtures and equipment, (c) other specialty trade fixtures and equipment, (d) legal fees, architectural fees, construction fees and consultant fees, and (e) any moving cost of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment)kind. Tenant shall pay to Landlordat all times during the Term remain the lawful possessor and owner of all the aforementioned specialty items funded via the Allowance for items (a) through (c) above but title thereto shall become vested in Landlord upon expiration of the Term or termination of this Lease, except for those specialty trade fixtures and equipment that by their nature cannot be reused within ten (10) days after submission of such items, an amount equal to the Premises and which shall be removed at Tenant’s pro-rata share of the cost of the Tenant Improvementsexpense. In the event Tenant disputes any payment required The Allowance must be used prior to be madeOctober 1, the approval of a draw request by Landlord’s construction lender 2005 or shall be evidence that deemed forfeited with no further obligation by Landlord with respect thereto. If the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly dueTotal Construction Costs are less than the Allowance, Tenant may elect will not be entitled to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining any credit for any amounts are due, not applied to the extent available)Total Construction Cost. Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due It shall be a condition to Landlordthe obligation of Landlord to pay the Allowance that Tenant shall have provided Landlord a request for payment by Tenant’s continued performance under this Worklettercontractor on standard AIA forms, contractors’ affidavits and sworn statements, contractors’ and subcontractors’ lien waivers (for previous payments), an architect’s payment certificate signed by Tenant’s architect, and an affidavit by Tenant’s chief financial officer that all work indicated on the draw request has been completed and that Tenant has approved the payment request, and such other documents as may be reasonably required by Landlord to demonstrate the applicable work has been performed and the amount requested is correct. Any delay in construction Prior to commencement of any of the Work, Tenant Improvements or in Tenant taking occupancy shall provide to Landlord its final budget of Total Construction Costs (based upon accepted bids) and, if the estimated Total Construction Costs exceed the amount of the Premises resulting from Tenant’s failure Allowance by greater than $5.00 per rentable square foot, Tenant shall provide satisfactory assurances to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure Landlord that adequate arrangements have been made to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only)such excess costs. Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in In no event shall such credit exceed $50,000.00. (c) In addition to Landlord have any responsibility for payment of Total Construction Costs or the Tenant Allowance, Landlord will make available to Tenant an additional allowance costs of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity any of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D Work in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsAllowance.

Allowance. (a) As stated above, all Work shall be done at Tenant’s expense, including building permit fees, other fees, architectural and engineering expenses and other expenses relating to Tenant’s Work. However, Landlord will shall provide Tenant with an allowance of $35.00 per rentable square foot in the Leased Premises, totaling to $325,745.00 (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot ). Tenant understands that if the cost of Rentable Area Tenant’s Work, including without limitation any changes in each Phase Tenant’s Work, exceeds the Allowance, then Tenant shall be solely responsible for all such costs in excess of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject Allowance. The Allowance shall be paid to adjustment as provided in Section 1 Tenant following receipt of the Lease). To the extent that the total cost of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: following documentation (i) Prior to commencement full and final waivers of construction of liens from the general contractor and the subcontractors retained by Tenant Improvements, Tenant shall pay Landlord in an amount equal to twenty-five (25%) percent the portion of the Tenant’s CostsAllowance to be disbursed, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of completion certificates from Tenant, the general contractor and Tenant’s Costs shall be paid architect, (c) a sworn contractor’s affidavit from the general contractor, and (d) a request to disburse from Tenant containing an approval by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application work done, receipted bills covering all labor and materials expended and used in connection with the improvements. If Tenant has not previously paid the general contractor for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvementsimprovements, Landlord, at its option, may pay the Allowance directly to the order of the general contractor that performed the improvements or to the joint order of the general contractor and all included subcontractors. In Notwithstanding anything herein to the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phasecontrary, Landlord shall submit not be obligated to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay disburse any portion of Tenant’s Costs when due shall constitute a the Allowance during the continuance of an uncured default under the Lease (subject this Lease, and Landlord’s obligation to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) disburse shall only resume when and if such default is cured. The Tenant Allowance shall may only be used for the cost of labor, material and contractor’s fees for the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject improvements to the limitation Leased Premises, and the cost of preparing plans and drawings in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only)connection therewith. Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in In no event shall such credit the Allowance be used for the purchase of equipment, furniture and other items of personal property of Tenant. In the event Tenant has not presented proper documentation evidencing the use of the entire Allowance by February 28, 2005, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. (b) If the actual construction costs exceed $50,000.00the Allowance, then Tenant shall pay the excess and Landlord shall not be responsible therefor. (c) In addition to If the Tenant actual construction costs are less than the Allowance, Landlord will make available then Tenant shall not be entitled to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity any portion of the HVAC system over the HVAC system being provided as part of the Shell Improvementsunexpended Allowance, as described in Exhibit D (the “Additional Allowance”). Tenant which shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, belong to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s CostsLandlord.

Allowance. (a) Landlord will provide Commencing on the Effective Date, Tenant an shall be entitled to a one-time allowance (the “Tenant Allowance”) equal in the amount of up to Fifteen and No/100 $856,625.00 (i.e., $15.00) Dollars 35.00 per rentable square foot of Rentable Area in each Phase of the Premises), as reimbursement for Tenant's actual and reasonable costs incurred for permanent improvements made by Tenant to renovate the Premises, which equals aor to purchase and install furniture, total amount of Four Hundred Eightyfixtures, equipment (including audio-Five Thousand Two Hundred Thirty-Five visual equipment) and No/100 ($485,235.00) Dollars for Phase 1information technology within the Premises, in accordance with, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment as provided in Section 1 to, the terms of the Lease). To the extent that the total cost Prior to Landlord making any payment of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction BudgetAllowance, Tenant shall pay the full amount first deliver to Landlord (a) reasonable supporting documentation evidencing Tenant’s payment of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction actual and reasonable costs contemplated by this Section 6, if any, and evidencing that any work for which payment is requested is complete and was performed in accordance with the terms of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan Lease and applicable laws (including, without limitation, a certification by the Architect that all permits, licenses, consents and approvals required under applicable laws), and (b) unconditional lien releases for any work up performed. Notwithstanding anything to the date of the request for payment has been substantially completedcontrary contained herein, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements Allowance is not used by Tenant on or grace periods)before July 31, entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance 2023, such portion shall be used for the cost of the construction of the Tenant Improvements (includingdeemed waived with no further obligation by Landlord with respect thereto, without limitation, reasonable architectural and engineering fees (subject to the limitation final sentence of this Section 6. In no event shall Landlord be obligated to make disbursements pursuant to this Section 6 in Section 3(d)a total amount that exceeds the Allowance, above) and permitting fees in no event shall Tenant be entitled to the extent applicable to the any excess, credit, deduction or offset against any amounts payable hereunder by Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to . Notwithstanding the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phaseforegoing, Tenant shall pay have the right, by written notice to Landlord Landlord, to utilize an amount not to exceed $734,250.00 (along with Tenant’s regular monthly payments i.e., $30.00 per rentable square foot of the Premises) of the Allowance not disbursed to Tenant to increase the Third Amendment Base RentRent Credit, in which case, subject to and in accordance with the same provisions for late charges and defaults as applicable to terms of Section 3(b) above, such additional Third Amendment Base Rent payments) an amount sufficient Credit shall apply to fully amortize the Additional Base Rent next coming due during the Third Amendment Term until used or applied, and any Allowance (plus interest subject to the maximum amount set forth in this sentence) not disbursed to Tenant by July 31, 2023 shall be deemed to have been elected by Tenant to increase the Third Amendment Base Rent Credit as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in Exhibit D in excess of the Additional Allowance shall be paid to Landlord as part of Tenant’s Coststhis sentence.

Allowance. (a) Landlord will provide Tenant Amount; Reimbursable Costs & Payment. Allowance means an allowance (the “Tenant Allowance”) equal amount up to Fifteen a maximum of Six Hundred Seventy-One Thousand Six Hundred Sixteen and No/100 00/100 Dollars ($15.00671,616.00) Dollars per square foot to reimburse Tenant for the actual costs of Rentable Area in each Phase of the Premisesdesign, which equals aengineering, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five plan review, obtaining all approvals and No/100 ($485,235.00) Dollars for Phase 1permits, and Four Hundred Fourteen Thousand Nine Hundred Ninety construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and No/100 ($414,990.00) Dollars for Phase 2 (subject to adjustment shall be payable as provided in Section 1 of below. In no event shall the LeaseAllowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). To the extent that the total cost For purposes of the construction of the Tenant Improvements to the Premises exceeds the Tenant Improvement Allowance based on the Construction Budgetthis Amendment, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant FF&E” shall pay Landlord an amount equal to twenty-five (25%) percent of the mean Tenant’s Costsfurniture, as such amount is then determined by reference furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the Construction BudgetExisting Lease. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for the monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs Allowance shall be paid by Tenant to Landlord in monthly installments, based upon requests for payment submitted by Landlord not more than monthly. Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within within thirty (30) days thereafter, Tenant shall pay Landlord after the then remaining balance later of Tenant’s Costs, or Landlord shall reimburse Tenant as to any excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction final completion of the Tenant Improvements or in Tenant taking occupancy Work and Landlord's receipt of the Premises resulting from (i) a certificate of completion prepared by Tenant’s failure Architect, (ii) final as-built plans and specifications pursuant to make any Tenant’s Costs payments when due shall be Tenant’s responsibility. Tenant’s failure to pay any portion this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant Allowance shall be used for the cost of the construction of the Tenant Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements only). Tenant shall receive a credit against the Base Rent to become due under the Lease for any unused portion of the Tenant Allowance, but in no event shall such credit exceed $50,000.00. (c) In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the “Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default costs incurred by Tenant with respect to the Additional Allowance shall also be deemed Tenant Work. Tenant must prior to be a default under the Lease. Any date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs for such increased HVAC capacity as described in Exhibit D in excess out of the Additional Allowance Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be paid to retained by Landlord as part of Tenant’s Costsits sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.