Common use of Alterations and Allowance Clause in Contracts

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises Office Space by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises Office Space (the “Initial Alterations”"INITIAL OFFICE ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Office Alterations in the Premises Office Space unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Office Alterations and the contractors to be retained by Tenant to perform such Initial Office Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans 's Plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Office Space and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s plans 's Plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Office Alterations shall not be unreasonably withheld, delayed or conditioned. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Office Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Office Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises Office Space is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 811,575.00 (the “Allowance”"OFFICE ALLOWANCE") toward the cost of performing the Initial Office Alterations in preparation of Tenant’s 's occupancy of the PremisesOffice Space. Except as provided in the next sentence, the The Office Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Office Alterations and for hard costs in connection with the Initial Office Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Office Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs performed the Initial Office Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment receipted bills covering all labor and sworn statement of contractor substantially materials expended and used in the form of AIA Document G-702 covering all work for which disbursement is to 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Office Alterations; (v2) plans a sworn contractor's affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Office Alterations, ; and (5) the certification of Tenant and its architect that the Initial Office Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Office Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Office Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Office Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November 30of the entire Office Allowance to Landlord in accordance with the provisions contained in this Exhibit by January 31, 2014 (“Outside Date”). 2007, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Office Alterations and/or Office Allowance. D. Tenant agrees to accept the Premises Office Space in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Office Allowance, incur any costs in connection with the construction or demolition of any improvements in the PremisesOffice Space. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Initial Premises by Landlord as per Section 3 (or, with respect to the Additional Premises, following delivery of the Lease, applicable Additional Premises by Landlord) and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental rental, letters of credit and security deposits required under such agreement, shall have the right to perform commence construction of alterations and improvements in the applicable Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations (including CAD drawings from Tenant’s architect) and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shallNotwithstanding the foregoing, at due to Tenant’s request, desire to occupy all or a portion of the Premises prior to the Execution Date of this LeaseDecember 15, pre-approve2004, or disapprove, as the case may be, the contractor Landlord agrees that Tenant shall be entitled to be retained by Tenant in the complete performance of the Initial AlterationsAlterations pursuant to a design/build framework, provided that the Building MEP engineers, ▇▇▇▇▇▇ International, shall review and approve Tenant’s design/build drawings when such design/build drawings are at the following stages: (i) 50% complete drawings (i.e., indicating preliminary power requirements, identification of any special requirements; i.e., 24/7 air and AC tonnage, specialty lighting requirements and initial plumbing layout); (ii) 90% complete drawings (complete drawing set issued to the City of San Francisco for permit) and (iii) final drawings. Landlord’s consent is solely for ▇▇▇▇▇▇ shall not disapprove any drawings to the benefit extent such drawings are logically derived from and consistent with the previously-approved, less-detailed drawings, unless and only to the extent that the more detailed drawings identify or raise concerns that were not reasonably identifiable in the previous drawings. ▇▇▇▇▇▇ International to review, comment and/or reasonably approve said drawings within the following schedule: (i) within five (5) Business Days following receipt of Landlordthe 50% complete drawings, (ii) within seven (7) Business Days following receipt of the 90% drawings, and neither (iii) within ten (10) Business Days following receipt of the final drawings. Tenant nor any third party shall have contract with one of the right to rely on Landlord’s consentfollowing Landlord approved contractors: ▇▇▇▇▇▇ Construction or BCCI, or its any other mutually agreed upon contractor. In addition, Tenant shall be required to use the Building’s life and safety subcontractor, Siemens, and ▇▇ ▇▇▇▇▇▇ Consulting for all structural design and Dyna Electric for all riser connections. Tenant shall provide a list of proposed mechanical and plumbing subcontractors for Landlord approval of Tenant’s plans, for any purpose whatsoeverprior to entering into contracts with these design/build subcontractors. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the final plans for the Initial Alterations and the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. If Tenant hires any third party to conduct work or improvements in the Premises or elsewhere in the Building or on the Property, Tenant shall (a) hire only contractors that have hired or will hire union laborers and workers for such work and improvements and, (b) to the extent that such contractors hire subcontractor(s) to perform such work or improvements, Tenant and its contractor shall cause such subcontractor(s) to hire only union laborers and workers for such work and improvements. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of Tenant’s failure to abide by the foregoing provisions of this Section I.A. Landlord and Tenant acknowledge that the 9th floor initial Premises are initially intended for fast track occupancy with temporary move-in plans. Dyna Electric shall be the single source for all riser access and connections. Following the initial temporary occupancy of the 9th floor Premises, Tenant shall prepare design/build plans for such Premises and adhere to the design/build procedures set forth above. Landlord acknowledges that Tenant’s plans will include the following items of work and subject to the requirements set forth below the same are hereby approved by Landlord: 1. Subject to applicable code requirements and Landlord review and reasonable approval of Tenant’s plan, Landlord will allow Tenant to remove a mutually acceptable window on the northern portion of the 7th floor, Spear Tower to create a functional entrance for ingress/egress to the roof of the Annex Building adjoining the Building (Annex roof deck) for access to the Landmark Building adjoining the Annex Building. Tenant will be responsible for all costs relating to its design, approval, construction, installation, code compliance, maintenance, damage and restoration to its original condition. Landlord will repair any roof penetrations caused by Tenant. Landlord shall consult with Tenant prior to commencing such repairs, and Tenant shall be responsible for Landlord’s reasonable costs incurred in connection with such repairs. In addition, Tenant will observe and comply with San Francisco code ingress/egress and assembly requirements and will maintain the cleanliness (i.e. trash removal, deck sweeping) and consistently tidy appearance of the Annex roof deck. Exhibit F of that certain Fourth Amendment dated May 5, 2000 to that certain lease by and between Landlord and TMG/One Market dated August 7, 1975 (the “TMG Lease”), which by this reference are incorporated herein, contains the rules and regulations for the Annex roof deck. 2. Subject to applicable code requirements and Landlord review and reasonable approval of Tenant’s plan, Landlord will allow Tenant to construct an interior code compliant stairwell between the 7th, 8th and 9th floors, Spear Tower (the “Staircase”). 3. Subject to applicable code requirements and Landlord review and reasonable approval of Tenant’s plan, Landlord will allow Tenant to install supplemental HVAC to support their data/LAN closets. 4. Subject to applicable code requirements and Landlord review and reasonable approval of Tenant’s plans as described above, Initial Alterations consistent with Tenant’s existing buildout in the adjacent Landmark Building as of the date of this Lease. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 917,782.75 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars (except that a maximum of $50,893.50) 2.50 per rentable square foot of the Allowance towards the soft costs incurred in connection with the Initial Alterationsentire Premises (or $136,982.50) may be used for architectural design fees, including, without limitation, the costs of telecommunications and furniture and equipmentconsultant or permit fees. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), Allowance shall be paid to Tenant or, at LandlordTenant’s optionoption provided that Tenant provides written notice to Landlord of Tenant’s election of such option prior to or concurrent with Tenant’s request for payment, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractorcontractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is locatedrequested, together with all such invoices, contracts, or other supporting data invoices as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial AlterationsAlterations for which reimbursement is being requested, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial AlterationsAlterations for which reimbursement is being requested, together with copies of all change ordersorders thereto, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterationsfor which reimbursement is requested. Upon completion of the Initial Alterations, and prior Alterations (or upon any portion thereof to final disbursement of the Allowanceextent such portion is constructed pursuant to a separate general contract), Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, and (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Lease of which Tenant has been previously notified, or of which Tenant is immediately notified by Landlord upon receipt of a disbursement request, and Landlord’s obligation to disburse shall only resume when and if such default is cured. Tenant shall deliver final, stamped as-built plans of the Initial Alterations exceed promptly following completion of the Initial Alterations. C. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by the date which is six (6) months following Landlord’s delivery of the last portion of the Additional Premises to Tenant, 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. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance, Tenant . Landlord shall be entitled to deduct from the Allowance in accordance with the terms hereof, but each individual disbursement a construction management fee for Landlord’s oversight of the Allowance shall be disbursed Initial Alterations in an amount equal to 2% of the proportion that the Allowance bears to the general contractor’s total cost invoice for the Initial Alterations, less not to exceed $40,000.00 in the 10% retainage referenced aggregate for the Initial Premises and the Additional Premises. D. Landlord shall provide Tenant with an allowance (the “Space Planning Allowance”) in an amount not to exceed $4,509.12 (i.e. a sum equal to Twelve Cents ($0.12) per rentable square foot of the Initial Premises) to be applied toward preparation of the initial space plans for the Initial Alterations in the Premises and for the window removal/access work described in Section A.1 above, and of one (1) revision to each of the foregoing (the “Space Planning Costs”). Landlord shall disburse the Space Planning Allowance, or applicable portion thereof, to Tenant within 30 days after the later to occur of (A) receipt of paid invoices from Tenant with respect to Tenant’s actual Space Planning Costs, and (B) the Commencement Date. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the LeaseLease of which Tenant has been previously notified, or of which Tenant is immediately notified by Landlord upon receipt of a disbursement request, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. . In no event shall Landlord shall have no any obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to disburse any portion of the original Premises or any additions to Space Planning Allowance after the Premises date which is 6 months after the Commencement Date. E. Landlord shall provide path of travel information in support of Tenant’s permit application for the event of a renewal or extension Initial Alterations provided that Tenant provides Landlord with at least 2 weeks advance notice of the original Term date of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Leasepermit submission.

Alterations and Allowance. A. Tenant, following the delivery of the Premises Office Space by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises Office Space (the “"Initial Office Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Office Alterations in the Premises Office Space unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Office Alterations and the contractors to be retained by Tenant to perform such Initial Office Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Office Alterations shall not be unreasonably withheld. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Office Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Office Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located, and (vi) will work without interference and in harmony with other labor on the Property. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves The Richmond Group to serve as Tenant's general contractor for the Initial Office Alterations, provided that (a) Tenant and the Richmond Group (or any successor general contractor which may be approved by Landlord in accordance with this Lease) shall use union carpenters for Initial Office Alterations, and (b) Tenant shall cause all labor performing the Initial Office Alterations to work without interference and in harmony with other labor working on the Property. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 901,750.00 (the “"Office Allowance”") toward the cost of performing the Initial Office Alterations in preparation of Tenant’s 's occupancy of the PremisesOffice Space. Except as provided in the next sentence, the The Office Allowance may only be used for (i) the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Office Alterations, (ii) telecommunications and computer wiring and cabling in connection with the Initial Office Alterations, (iii) hard costs in connection with the Initial Office Alterations. Notwithstanding , (iv) furniture for the foregoingOffice Space, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50iv) of the Allowance towards the soft costs incurred Tenant's actual moving expenses in connection with moving to the Initial AlterationsOffice Space, including, without limitation, and (v) management of the costs construction of telecommunications and furniture and equipmentthe improvements to the Office Space. The Office Allowance, less a 10% retainage (which retainage shall may be payable as part reduced to 5% retainage when any particular subcontractor's component of the final draw upon job has reached 50% completion of the Initial Alterationsand may be released to a subcontractor who has completed his or her work), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs the Initial Office Alterations, in periodic disbursements within 30 25 days after receipt of the following documentation: (i) 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 be made to a date specified therein; (ii) a certification from an AIA architect registered in Massachusetts substantially in the form of the Architect’s 's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Office Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s 's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Office Alterations; (v) plans and specifications for the Initial Office Alterations, together with a certificate from an AIA architect registered in Massachusetts that such plans and specifications comply in all material respects with all laws Laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Office Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Office Alterations; and (viii) written evidence of paid bills for which Tenant is seeking reimbursement. Upon completion of the Initial Office Alterations, and prior to final disbursement of the Office Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s 's completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial AlterationsOffice Alterations in print and electronic CAD format, and (5) the certification of Tenant and its Tenant's architect that the Initial Office Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable lawsLaws, codes and ordinances. In no event shall Landlord be required to disburse the Office Allowance more than one time per month. If the cost of the Initial Office Alterations exceed exceeds the Office Allowance, Tenant shall be entitled to the Office Allowance in accordance with the terms hereof, but each individual disbursement of the Office Allowance shall be disbursed in the proportion that the Office Allowance bears to the total cost for the Initial Office Alterations, less subject to the 10% retainage provision referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Office Allowance during the continuance of an uncured Event of Default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Event of Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any If Tenant does not submit a request for payment submitted after November of the entire Office Allowance to Landlord in accordance with the provisions contained in this Exhibit by June 30, 2014 (“Outside Date”). 2005, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Office Alterations and/or Office Allowance. D. Tenant agrees to accept the Premises Office Space in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Office Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises.Office Space E. This Exhibit shall not be deemed applicable to any additional space added to the Premises Office Space at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises Office Space or any additions to the Premises Office Space in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental Rent, evidence of procurement of all required insurance coverage, and security deposits required under such agreementsubject to the timely delivery of the Security Deposit, shall have the right to perform alterations and improvements in the Premises (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. B This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.. EXHIBIT E

Alterations and Allowance. A. Tenant, following the delivery of Suite 100 Main Expansion Effective Date with respect to the Premises by Landlord as per Section 3 of Suite 100 Main Space, following the LeaseSuite 100 Remainder Space Expansion Date with respect to the Suite 100 Remainder Space, and following the full and final execution and delivery of Suite 200 Expansion Effective Date, with respect to the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementSuite 200 Expansion Space, shall have the right to perform alterations and improvements in the Premises (the “Initial Expansion Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Expansion Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 12 of the LeaseLease (as amended), including, without limitation, approval by Landlord of the final plans for the Initial Expansion Alterations and the contractors to be retained by Tenant to perform such Initial Expansion Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Expansion Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Expansion Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Expansion Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (viv) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault and that Tenant’s Acceleration Option has expired without being exercised by Tenant (as more particularly described in Section G below, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $287,090.00 (or $581,640.0010.00 per rentable square foot of the Expansion Space) (the “Expansion Allowance”) toward the cost of performing the Initial Expansion Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Expansion Allowance may only be used for the cost of design professionals and other third party consultants, preparing design and construction documents and mechanical and electrical plans for the Expansion Alterations, pre-construction administration, for repairs to the Premises, obtaining building permits, for hard costs in connection with the Initial Expansion Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) payment of the Allowance towards the soft costs incurred Landlord’s Oversight Fee, all in connection with the Initial Expansion Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Expansion Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Expansion Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Expansion Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee mortgagee, if any, may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Expansion Alterations; (v) plans and specifications for the Initial Expansion Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the 4009 Miranda Building, Property the Complex and the Premises; (vi) copies of all construction contracts for the Initial Expansion Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Expansion Alterations. Upon completion of the Initial Expansion Alterations, and prior to final disbursement of the Expansion Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Expansion Alterations, and (5) the certification of Tenant and its architect that the Initial Expansion Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Expansion Allowance more than one time per month. If the Initial Expansion Alterations exceed the Expansion Allowance, Tenant shall be entitled to the Expansion Allowance in accordance with the terms hereof, but each individual disbursement of the Expansion Allowance shall be disbursed in the proportion that the Expansion Allowance bears to the total cost for the Initial Expansion Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Expansion Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementattached, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding In connection with Tenant’s performance of the foregoingInitial Alterations, Tenant and its contractors shall not have comply with the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions applicable provisions of Section 9 of the Lease. Prior to commencing construction, includingTenant shall obtain Landlord’s approval, without limitationsuch approval not to be unreasonably withheld or delayed, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at hereby approves Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, design plans attached hereto as the case may be, the contractor to be retained by Tenant in the performance of the Initial AlterationsSchedule B-1. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (viv) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have Landlord hereby approves ▇. ▇▇▇▇▇▇ & Associates and Erland Construction, Inc. as the right general contractor to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with perform the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and Upon the full and final execution of this Lease, Landlord shall commence and delivery of the Lease thereafter diligently prosecute to which this Exhibit is attached completion in a good and all prepaid rental and security deposits required under such agreement, shall have the right to perform workmanlike manner certain alterations and improvements in to the Premises (the “Initial AlterationsTenant Improvement Work”). Notwithstanding the foregoing, the Tenant Improvement Work may not be commenced and its contractors shall not have the right to perform Initial Alterations performed in the Premises unless and until Landlord and Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of approve the final plans for the Initial Alterations and same. Simultaneous with the contractors to be retained by Tenant to perform such Initial Alterations. execution of the Lease, Landlord shall, at Tenant’s requestexpense, prior retain an architect and engineer to prepare complete construction drawings, plans and specifications for the Tenant Improvement Work, in form and substance suitable and adequate for submission, if necessary, to the Execution Date of this Lease, pre-approve, or disapprove, as appropriate government authority(ies) for approval and in a form reasonably satisfactory to the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterationsand Landlord. Landlord’s consent is solely for the benefit of Landlord, The architect and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, relating to functionality of design, the structural integrity of the design, the configuration of the premises Premises, coordination and installation of Tenant security systems, telecommunications wiring and cable, and the placement of Tenant’s furniture, appliances and equipment). Notwithstanding the delineation of the architect’s scope of work, Landlord is not required to perform work beyond that shown on the Tenant Improvement Plans. The architect preparing the plans shall be responsible for the structural integrity of the design and compliance with law. The architect shall cause the plans and drawings to be submitted to Landlord and Tenant for approval. Landlord’s approval of Tenant’s plans and specifications shall in no event relieve Tenant and architect of the responsibility for such design. Landlord’s approval All plans and specifications shall be prepared in accordance with the capacities of the contractors Building allocated to perform the Initial Alterations shall Premises and not be unreasonably withheldexceed those capacities. The parties completed construction drawings, plans and specifications, as approved by Landlord and Tenant, are sometimes referred to herein as the Tenant Improvement Plans. Landlord and Tenant shall use commercially reasonable efforts to finalize the Tenant Improvement Plans as soon as possible and not later than October 1, 2004. In the event the Tenant Improvement Plans are not completed by October 1, 2004, then for each day of delay, the March 1 and May 1 dates set forth below shall be pushed back on a day for day basis. Landlord and Tenant specifically acknowledge and agree that Landlord’s approval of the general contractor to perform the Initial Alterations architect shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance act as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs representative with respect to work performed by any and all contractors and subcontractors retained by Landlord in connection with the Initial Alterations. Notwithstanding Tenant Improvement Plans; provided however that (i) any notice given to the foregoing, architect is simultaneously given to Tenant and (ii) Tenant shall have the right to apply up attend all meetings and participate in all decisions to Fifty Thousand Eight Hundred Ninety- Three be made by Tenant. Plans and 50/100 Dollars specifications required to be approved by Landlord or Tenant shall be approved or returned with comments by Landlord or Tenant within five ($50,893.505) business days of delivery by the architect of such plans and specifications; the failure by the party owing a response within such period shall be deemed approval. Landlord’s approval of plans and specifications will not be unreasonably conditioned or withheld. B. Landlord shall permit Tenant to deviate from the Building Standards (defined herein) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications Building for the Initial Alterations, together with a certificate from an AIA architect Tenant Improvement Work; provided that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5a) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord deviations shall not be obligated of a lesser quality than the standards; (b) the deviations conform to disburse applicable governmental regulations; (c) the deviations do not require base Building services or systems to deviate from any portion specifications of the Allowance during Building provided by Landlord nor beyond the continuance level normally provided to other tenants in the Building and do not overload the floors; (d) Landlord has determined in its reasonable discretion that the deviations are of an uncured Default under a nature and quality that are consistent with the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion overall objectives of the Allowance after Landlord for the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.Building;

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”"INITIAL ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheldwithheld or delayed. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) is not on Landlord's list of contractors approved to perform work in the Premises, (ii) does not have trade references reasonably acceptable to Landlord, (iiiii) does not maintain insurance as required pursuant to the terms of this Lease, (iiiiv) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (ivv) does not provide current financial statements reasonably acceptable to Landlord, or (vvi) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. 1. Tenant, following the delivery of the Premises by Landlord as per in the condition required by Section 3 4 of the Lease, Lease and the full and final execution and delivery of the Lease to which this Exhibit is attached and receipt by Landlord of all prepaid rental and security deposits required under such agreementthe Lease, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Articles 10 and 11 of the Lease, including, without limitation, approval by Landlord of (a) the architects and engineers to be retained by Tenant to design the Initial Alterations (b) the final plans for the Initial Alterations and (c) the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the architect and engineers to design the Initial Alterations and the contractors to perform the Initial Alterations shall not be unreasonably withheld. Tenant shall be required to ensure that Tenant’s general contractor shall require a 10% retainage in all subcontracts. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this the Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located, Landlord hereby approves the following general contractors: ▇▇ ▇▇▇▇ Construction, ▇▇▇▇ Contracting, ▇▇▇▇▇ Construction, Rand Construction, Kalmia Construction, DPR Construction, and ▇▇▇▇▇ Construction. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Tenant shall be solely responsible to obtain all permits, certificates (including the non-residential use permit) and other inspections and approvals from all governmental and quasi-governmental authorities necessary for the construction of the Initial Alterations and Tenant’s occupancy of the Premises, provided that Landlord will reasonably cooperate (at no out of pocket cost to Landlord) with Tenant’s efforts to obtain the same. B. 2. Provided Tenant is not in Default, Landlord agrees to contribute the sum Allowance (as defined in Article I of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”Lease) toward the cost of designing, demising the Premises and performing the Initial Alterations in preparation of for Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans, and construction management and specialty consultant fees for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) 30.00 per rentable square foot of the Allowance towards (i.e., 40%) in the soft costs incurred in connection with aggregate toward the Initial Alterationsfollowing costs: (a) architectural and engineering services, including(b) signage, without limitation(c) project management fees, the (d) cabling and wiring, (e) security, (f) costs of telecommunications equipment and furniture installation, (g) costs of furniture, fixtures and equipment, (h) moving costs, and (i) up to fifty percent (50%) of each of the next installment(s) of Base Rent due under the Lease (after the Rent Abatement Periods set forth in the Lease) (the “Rent Credit”). The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), Allowance shall be paid to Tenant or, at LandlordTenant’s optionwritten election, to the order of the general contractor that performs the Initial Alterations or any other consultant or contractor employed by Tenant in connection with the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested (contingent only on payment of the amount being requisitioned, but noncontingent as to all prior work) and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial AlterationsAlterations [applicable to initial requisition only, except in the event of a change order]; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and PremisesPremises [applicable to initial requisition only, except in the event of a change order]; (vi) copies of all construction contracts the general contract for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1I) certificates of substantial completion in AIA format from the general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess (contingent only on the final amount being requisitioned, and within twenty (20) days after Landlord makes such payment, Tenant shall obtain full, final and unconditional waivers of $25,000.00lien), (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances, and (6) such other “close out” requirements as Landlord may reasonably impose. In no event shall Landlord be required to disburse the Allowance more than one time per monthmonth and in no event shall Landlord be required to disburse any installment of the Allowance prior to the date Tenant has no right to terminate this Lease pursuant to Article 22 of the Lease. If the cost of the Initial Alterations exceed exceeds the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced aboveabove (if and to the extent applicable). Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume if and when and if such Default is cured. Landlord shall be entitled to deduct from the Allowance and pay Landlord’s property manager a construction administration fee for Landlord’s oversight of the performance of the Initial Alterations (including qualification of contractors, review of plans and construction schedules, coordination of building services and base building tie-in) in an amount equal to one percent (1%) of the “hard” costs of the Initial Alterations, not to exceed a maximum of Thirty Thousand Dollars ($30,000.00) in the aggregate. A Landlord representative shall participate in weekly progress meetings as requested by Tenant if necessary to address identified issues. In addition, except as otherwise specifically set forth in this Exhibit, Landlord may deduct from the Allowance any reasonable third party out-of-pocket costs incurred by Landlord in connection with the Initial Alterations. In addition to the Allowance, Landlord shall provide a “test fit” allowance of up to Twelve Cents per rentable foot in the Premises to reimburse Tenant’s architect for an initial test fit plan. Notwithstanding anything to the contrary set forth herein, in the event that Landlord fails to timely make a disbursement of the Allowance, and such disbursement (or portion thereof) is not subject to a legitimate good-faith dispute by Landlord, Tenant shall have the right to offset the subject disbursement of the Allowance against the Rent next payable by Tenant under the Lease (after the Rent Abatement Periods set forth in this Lease and application of any Rent Credit as provided herein); provided, however, that Tenant first provides Landlord with an additional notice which shall set forth in bold capital letters the following statement: “IF LANDLORD FAILS TO DISBURSE FUNDS FOR THE ALLOWANCE WITHIN TEN (10) DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL HAVE THE RIGHT TO OFFSET THE SUBJECT DISBURSEMENT OF THE ALLOWANCE AGAINST RENT” and such failure by Landlord to make such disbursement of the Allowance continues for more than ten (10) days after Landlord receives such additional notice. The foregoing provision shall be deemed null and void and shall be deemed deleted from this Agreement upon the full disbursement of the Improvement Allowance as provided herein. In no event however shall Tenant offset an amount more than twenty percent (20%) of the payment due to Landlord, but Tenant may carry forward any excess to apply toward future payments until fully applied. Any portion of the Allowance that is offset as aforesaid is deemed to have been funded, and in all events Tenant must use the amount offset for the items to which the Allowance may be applied. C. Landlord shall have no obligation to pay the Allowance in respect of any 3. If Tenant does not submit a request for payment submitted of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by the 240th day after November 30the Commencement Date, 2014 (“Outside Date”). any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused credit, abatement or other concession in connection therewith; provided, if and to the extent Tenant has not exhausted the portion of the Allowance after applicable to the earlier to occur of substantial completion Rent Credit, any unused amount of the Initial Alterations and the Outside Date, other than Allowance shall be automatically converted to the next installment(s) Rent Credit to be applied after expiration of Base the Rent due under Abatement Periods (subject to the Lease, or toward the purchase of furniturelimitations set forth in A.2 above). Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. 4. Tenant agrees to accept the Premises in its “as-is” the condition and configuration, and the Building in its condition as required under by Section 4 of the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. 5. Landlord shall respond to any request for approval of Tenant’s plans, drawings or construction documents within seven (7) business days after Tenant’s submission of a complete set thereof. In the event Tenant is required to resubmit plans, drawings or documents for approval, Landlord shall respond to such resubmitted plans, drawings or documents within five (5) business days after Tenant’s submission of a complete set thereof. If Landlord fails to respond to a submission of plans, drawings or construction documents within the time frames set forth above, and Landlord also fails to respond to Tenant within three (3) business days after Landlord’s receipt of a second written request for Landlord’s approval (which second request states in bold capital letters that the request will be deemed approved if Landlord fails to respond within the three (3) business day period) then, Landlord shall be deemed to have approved the same as submitted, however such “deemed approval” concept shall not apply with respect to improvements affecting the Base Building Systems. 6. Tenant shall have the right to engage ▇▇▇ Partners as Tenant’s construction manager to assist Tenant in connection with the Initial Alterations. The cost of such construction manager shall be borne by Tenant, subject to application of the Allowance toward reasonable and customary fees therefor. 7. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. 1.1. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit Work Letter is attached and all prepaid rental and security deposits and insurance certificates required under such agreementLease, shall have the right to perform alterations and improvements in the Premises as shown in the Plans attached hereto as Schedule B-1 (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article 6 of the Lease, including, without limitation, approval by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. 1.2. Provided there is no Event of Default by Tenant is not in Defaultas of the time that Tenant submits any request for payment of any portion of the Allowance, as defined below, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars (up to $581,640.00) 1,673,919.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except Notwithstanding the foregoing, if Landlord declines to disburse any portion of the Allowance based upon a default by Tenant, Tenant shall have the right to resubmit a request for such portion of the Allowance after Tenant cures such a default, and Landlord shall not withhold such portion of the Allowance on account of a default, so long as provided the Lease is then in full force and effect and Tenant is not otherwise in default of its obligations under the next sentence, the Lease. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding , and for the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) cost of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications following additional items: A approximately 5,000 square foot Class 100,000 clean room B. cosmetic upgrades C. wiring/cabling installations D. interior office/conference room modifications E. mechanical and electrical upgrades F. furniture and equipment. cubicles The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; (vii) the fully signed-off Building permit(s); and (viiviii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Notwithstanding the foregoing, Landlord shall not deduct the 10% retainage set forth above from disbursements of the Allowance so long as (x) the Allowance is being disbursed by Landlord to Tenant (as opposed to Tenant’s general contractor), and (y) Tenant provides evidence reasonably satisfactory to Landlord that Tenant is deducting not less than a 10% retainage from any amounts payable to the general contractor and any subcontractors performing the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the costs of the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any 1.3. If Tenant does not submit a request for payment submitted after November 30of the entire Allowance to Landlord in accordance with the provisions contained in this Work Letter by April 1, 2014 (“Outside Date”). 2006, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. 1.4. Except as expressly otherwise set forth in this Lease, Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)or below with respect to the Additional Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). The parties hereby acknowledge that the Premises will be delivered to Tenant in several phases with Phase A being the only portion of the Premises that will be available upon Lease execution. Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in any portion of the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If Landlord fails to approve, disapprove or request modifications to Tenant’s final plans for the Initial Alterations or any modifications thereto within 5 business days after Landlord’s receipt of all information needed by Landlord to properly review such plans or modifications, then such plans or modifications, as applicable, shall be deemed approved by Landlord. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. Landlord hereby approves of the following contractors: ▇▇▇▇-▇▇▇▇▇▇▇, Cadence ▇▇▇▇▇▇▇, Constructors and ▇▇▇▇▇▇ Construction. So long as Tenant uses one of the aforementioned contractors, Landlord will not require that Tenant or the selected contractor obtain a payment and performance bond for the Initial Alterations. The parties agree that Landlord’s approval of the general a contractor not mentioned above to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (25.00 per rentable square foot of the “Allowance”) applicable portion of the Premises toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the applicable portion of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing the initial space plan, design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s partial or conditional waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If the cost of the Initial Alterations is less than the Allowance, Tenant, provided it is not in default under the Lease, shall be entitled to apply up to $2.50 per rentable square foot of Premises of such unused Allowance (the “Cabling Allowance”) toward the cost of purchasing and installing telephone and computer cabling in the Premises. All such costs, as evidenced by invoices for same, are referred to herein as the “Cabling Costs”. Landlord shall have no obligation disburse the Cabling Allowance, or applicable portion thereof (not to exceed the actual Cabling Costs), to Tenant within thirty (30) days after the later to occur of (i) receipt of paid invoices from Tenant with respect to Tenant’s actual Cabling Costs, and (ii) completion of the Initial Alterations. If the Allowance shall not be sufficient to complete the Initial Alterations, Tenant shall pay the excess costs, plus any applicable state sales or use tax thereon. Any portion of the Allowance in respect which exceeds the cost of any request for payment submitted the Initial Alterations or is otherwise remaining after November 30the third anniversary of the last Deferred Space Commencement Date, 2014 (“Outside Date”). shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any unused portion of credit, offset, abatement or payment with respect thereto. Landlord shall be entitled to deduct from the Allowance after the earlier to occur of substantial completion a construction management fee for Landlord’s oversight of the Initial Alterations and the Outside Date, other than in an amount equal to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible $1,500.00 per month for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowanceeach month that construction is on-going. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the this Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementhereunder, shall have the right to perform alterations and improvements in the Premises (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform perforl11 Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX.C. of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations$1,000,000.00, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Notwithstanding the foregoing to the contrary, Tenant shall utilize the designated Building engineer (▇▇▇▇▇▇ International) for all engineering work performed in the Premises and Tenant shall utilize the fire, life and safety subcontractor required by Landlord for all fire, life and safety work performed in the Premises. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty (i) $659,904.00 (the "Main Allowance and 00/100 Dollars ($581,640.00ii) 192,525.00 (the "Suite 300 Allowance") (collectively, the “"Allowance”") toward the cost of performing the Initial Alterations in preparation of Tenant’s 's occupancy of the Premises. Except as provided Landlord shall be entitled to deduct from the Allowance a construction management fee for Landlord's oversight of the Initial Alterations in an amount equal to (i) 2.5% of the Main Allowance, (ii) 2.5% of the Suite 300 Allowance, and (iii) 1.5% of any additional costs incurred by Landlord or Tenant in connection with the construction of the Initial Alterations for the Main Premises and Suite No.300 which are in excess of the Allowance. Landlord and Tenant agree that the Main Allowance shall be used only for the Initial Alterations to Suite Nos. 200, 500, 600, 700, 900, 1000, 1000E, 1050 and 1100 (the "Main Premises"); and the Suite300 Allowance shall only be used for Initial Alterations to Suite300. Notwithstanding the foregoing to the contrary, Tenant may apply up to 50% of the Suite300 Allowance toward the initial tenant improvement work to be performed in the next sentence, remainder of the Premises. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply at Tenant's option, up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) 59,486.90 of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipmentmay be allocated to real estate consulting or brokerage services. The Main Allowance and the Suite 300 Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations)case may be, shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment receipted bills covering all labor and sworn statement of contractor substantially materials or other allowed expenses expended and used in the form of AIA Document G-702 covering all work for which disbursement is to 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of Main Premises or Suite300, as the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee case may reasonably require; be: (iv2) a cost breakdown for each trade or subcontractor performing sworn contractors affidavit from the Initial Alterations; (v) plans general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of for the cost to complete Main Premises or Suite 300, as the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: case may be; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00for the Main Premises or Suite300, (3) receipted bills covering all labor and materials expended and used, as the case may be; (4) as-built plans of the Initial AlterationsAlterations for the Main Premises or Suite300, as the case may be: and (5) the certification of Tenant and its architect that the Initial Alterations for the Main Premises or Suite 300, as the case may be, have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the The Main Allowance more than one time per month. If the Initial Alterations exceed the and Suite 300 Allowance, Tenant shall be entitled to as the Allowance in accordance with the terms hereofcase may be, but each individual disbursement of the Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Main Allowance or the Suite 300 Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Allowance in respect be used for the purchase d equipment, furniture or other items of personal property of Tenant. In the event Tenant does not use the entire Main Allowance and Suite 300 Allowance by March 31, 2001 any request for payment submitted after November 30unused amount shall accrue to the sole benefit of Landlord, 2014 (“Outside Date”). it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations Alterations, Main Allowance and/or the Suite 300 Allowance. D. Tenant agrees to accept the Premises in its “''as-is” '' condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Initial Alterations, the Main Allowance (and Landlord’s Plan Contribution, as set forth below)or the Suite 300 Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit D shall not be deemed applicable to any additional space (other than the 4th Floor Space) added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the this Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. Landlord and Tenant have executed this exhibit as of the day and year first above written. LANDLORD: EOP-60 SPEAR, L.L.C., a Delaware limited liability company By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member By: Equity Office Properties Trust, a Maryland real estate investment trust, its managing general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇. Title: Senior Vice President TENANT: INDUS INTERNATIONAL, INC., a California corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer By: /s/ Onagh M Ash Name: Onagh ▇. ▇▇▇ Title: Executive VP of Sales and Services .

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Amendment to which this Exhibit is attached attached, the amended or substitute Letter of Credit, and all prepaid rental and security deposits required under such agreement, if any, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Upon receipt by Landlord shallof all documentation required by Landlord to complete its review of the final plans for the Initial Alterations and the contractors to be retained, at Tenant’s request, prior Landlord shall have 10 Business Days to complete such review and inform Tenant as to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance results of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoeverreview. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with lawLaw, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheldwithheld or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $523,666.00 ($581,640.0022.00 per rentable square foot of the Substitution Space) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises, of which a maximum of $47,606.00 ($2.00 per rentable square foot of the Substitution Space) may be used for code compliance upgrades and alterations required to be performed within the Premises by the City of Emeryville or any of its agencies with jurisdiction over required code upgrades. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premisesapplicable Law; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by April 30, 2014 (“Outside Date”). 2006, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. (i) Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150125% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. (ii) Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 1,047,655.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) 299,330.00 of the Allowance towards toward furniture, fixtures and equipment and the soft cost of moving into the Premises. Except as expressly set forth above, the Allowance may only be used for the hard costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) for the first disbursement request, a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) for the first disbursement request, plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) for the first disbursement request, copies of all construction contracts for the Initial Alterations, together with and for any change orders since the last disbursement request, copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any (iii) If Tenant does not submit a request for payment submitted after November 30of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by May 1, 2014 (“Outside Date”). 2015, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. (iv) Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. (v) Landlord shall be entitled to deduct from the Allowance a construction management fee for Landlord’s oversight of the Initial Alterations in an amount equal to 2% of the cost of the Initial Alterations. (vi) This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following Following the delivery of the Premises Expansion Space by Landlord as per Section 3 Sublessor, delivery of the LeaseReplacement Letter of Credit to Sublessor, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementAmendment, Sublessee shall have the right to perform alterations and improvements in the Premises Expansion Space (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant Sublessee and its contractors shall not have the right to perform Initial Alterations in the Premises Expansion Space unless and until Tenant Sublessee has complied with all of the terms and conditions of Section 9 16 of the LeaseSublease, including, without limitation, approval by Landlord Sublessor of the final plans for the Initial Alterations Alterations, including the demising wall referenced in Section B below, and the contractors to be retained by Tenant Sublessee to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant Sublessee shall be responsible for all elements of the design of Tenant’s Sublessee's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s Sublessee's furniture, appliances and equipment), and Landlord’s Sublessor's approval of Tenant’s Sublessee's plans shall in no event relieve Tenant Sublessee of the responsibility for such design. Landlord’s Sublessor's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s Sublessor's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to LandlordSublessor, (ii) does not maintain insurance as required pursuant to the terms of this Leasethe Sublease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to LandlordSublessor, or (v) is not licensed as a contractor in the state/municipality in which the Premises Expansion Space is located. Tenant Sublessee acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord Sublessor may reasonably withhold its consent to a general contractor. B. Provided Tenant is not In addition to Sublessee's Initial Alterations, Sublessee shall also install a demising wall, in Defaultcompliance with applicable building codes, Landlord agrees to contribute separating the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (Expansion Space from the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy balance of the Premisesspace on the floor. Except as provided in Such demising wall shall be installed to Sublessor's reasonable satisfaction no later than one (1) week following the next sentence, Expansion Effective Date. Sublessor shall reimburse Sublessee for the Allowance may only be used for hard actual reasonable costs incurred by Sublessee in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) installation of the Allowance towards demising wall, not to exceed $10,000.00. If Sublessee fails to timely install the soft demising wall as required in Section B above, Sublessor may install the demising wall and Sublessee shall reimburse Sublessor for any actual reasonable costs incurred by Sublessor in connection with such work exceeding $10,000.00, plus Sublessee shall pay Sublessor an administrative fee of $1,000.00 to cover Sublessor's time incurred with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipmentforegoing. The Allowance, less a 10% retainage (which retainage Any sums required to be paid by Sublessee hereunder shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default deemed Rent under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is curedSublease. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant Sublessee agrees to accept the Premises Expansion Space in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord Sublessor shall not be required to perform any work or, except as provided in Section B above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)demising wall, incur any costs in connection with the construction or demolition of any improvements in the PremisesExpansion Space. E. D. This Exhibit shall not be deemed applicable to any additional space added to the original Sublease Premises at any time or from time to time, whether by any options under the Lease Sublease or otherwise, or to any portion of the original Sublease Premises or any additions to the Premises Expansion Space in the event of a renewal or extension of the original Term of the LeaseSublease, whether by any options under the Lease Sublease or otherwise, unless expressly so provided in the Lease Sublease or any amendment or supplement to the LeaseSublease.

Alterations and Allowance. A. Tenant, following upon the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementCommencement Date, shall have the right to perform alterations and improvements in the Premises (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article X.B. of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterationsto be performed, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eightythree hundred forty-One Thousand Six Hundred Forty four thousand nine hundred sixty and 00/100 Dollars dollars ($581,640.00344,960.00) (the “"Allowance”") toward the cost of performing the Initial Alterations in preparation of Tenant’s 's occupancy of the Premises. Except as provided The amount of such Allowance, however, shall be adjusted in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipmentevent Landlord exercises its Substitution Option. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 thirty (30) days after receipt of the following documentation: (i) 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 be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s 's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is locatedState of Connecticut, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s 's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s 's completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. good C. In no event shall Landlord be required to disburse the Allowance more than one time per monthbe used for the purchase of equipment, furniture or other items of personal property of Tenant. If In the Initial Alterations exceed event Tenant does not use the Allowance, Tenant shall be entitled to the entire Allowance in accordance connection with the terms hereof, but each individual disbursement performance of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein any unused amount shall accrue to the contrarysole benefit of Landlord, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable concession in connection with the Initial Alterations and/or Allowancetherewith. D. Except as provided in Section III.B. of the Lease to the contrary, Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. The foregoing, however, shall not be construed to be a waiver or modification of Landlord's repair and maintenance obligations as set forth in this Lease or of Landlord's obligation to provide heating or air-conditioning in accordance with Exhibit G. Landlord shall be entitled to receive a fee of one thousand dollars ($1,000.00) for its review of Tenant's plans for the Initial Alterations. Landlord shall be entitled to deduct such fee directly from the Allowance. E. This Exhibit shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the this Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby acknowledges and agrees that it has received information from Tenant, which Tenant represents is true and accurate, and subject to such representation, Tenant has approved Hollander ▇▇▇▇▇▇ as the general contractor for the Initial Alterations. [NOTE: LANDLORD HAS NOT RECEIVED INFORMATION FOR THIS APPROVAL AND MUST RECEIVE IT AND APPROVE THIS CONTRACTOR PRIOR TO LEASE EXECUTION IN ORDER TO INCLUDE THIS APPROVAL]. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $365,475.00 (which has been calculated at the rate of $581,640.0015.00 per rentable square foot of the Premises) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Alterations, including all hard and soft costs, including, Telco, voice, data, fiber and T-1 cabling and for preparing design and construction documents and mechanical and electrical plans, architectural fees and Tenant’s occupancy out of pocket moving costs incurred in moving into the Premises. Except as provided in the next sentence, the The Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 receipted bills covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially labor and materials expended and used in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, ; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. March 9, 2004 Matter ID Number: 11424 1 D. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. Any portion of the Allowance which exceeds the cost of the Landlord Work (“Unused Allowance”), Landlord shall apply against the next subsequent installments of Base Rent and Additional Rent due and payable under this Lease. D. E. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery full execution of the Premises by Landlord as per Section 3 Fourth Amendment and Landlord’s receipt of the Lease, and the full and final execution and delivery Letter of the Lease to which this Exhibit is attached and all prepaid rental and security deposits Credit required under such agreementthereby, shall have the right to perform alterations and improvements in the Premises (the “Initial Premises Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Premises Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 12 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Premises Alterations and the contractors to be retained by Tenant to perform such Initial Premises Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Premises Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Premises Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Premises Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 1,614,900.00 (the “Initial Premises Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the PremisesPremises Alterations. Except as provided in the next sentence, the The Initial Premises Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Premises Alterations and for hard costs in connection with the Initial Premises Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the The Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Premises Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Premises Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Premises Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee mortgagee, if any, may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Premises Alterations; (v) plans and specifications for the Initial Premises Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the 4001 Miranda Building, Property the Complex and the Premises; (vi) copies of all construction contracts for the Initial Premises Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Premises Alterations. Upon completion of the Initial Premises Alterations, and prior to final disbursement of the Initial Premises Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.lien,

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and upon the full and final execution and delivery of the this Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementhereunder, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 9.03. of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations, except that where the provisions of Section 9.03 shall conflict with the provisions of this Work Letter, the provisions of this Work Letter shall control. Landlord shall, at shall respond to Tenant’s requestplans within five (5) Business Days after Landlord’s receipt thereof with (i) Landlord’s approval, prior (ii) Landlord’s reasonable disapproval (with the reasons therefor in reasonable detail), (iii) Landlord’s request for further information reasonably required by Landlord in order to review the plans and the proposed work, or (iv) in those certain limited circumstances where such five (5) Business Day period for Landlord to respond to Tenant as provided in clauses (i), (ii) or (iii) above may not be reasonably possible, Landlord’s reasonable estimate of the additional time required for Landlord to so respond to Tenant (which shall in any event be as soon as reasonably possible consistent with Landlord’s exercise of commercially reasonable efforts). Such circumstances include, without limitation, plans which Landlord requires to be reviewed by its third party architects, engineers or other consultants where, despite Landlord’s commercially reasonable efforts, such third parties do not respond in a timely manner so as to enable Landlord to meet such five (5) Business Day response period, or plans which include significant and unanticipated revisions to the Execution Date of this Lease, pre-approve, plans or disapprove, as the case may be, the contractor to be retained information previously submitted by Tenant in to Landlord. Landlord and Tenant shall cooperate and coordinate with each other during the performance preparation and approval process of the Initial Alterations. Landlord’s consent is solely for plans so that the benefit of Landlord, and neither Tenant nor any third party shall have five (5) Business Day response period set forth above will be honored in all but the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoevermost limited circumstances. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated amount equal to the entire cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves HST Construction as Tenant’s general contractor for the Initial Alterations, and Yamaguchi Architects as Tenant’s architect for the Initial Alterations. B. Provided Tenant is not in Defaultdefault under this Work Letter or the balance of the Lease (but without relieving Landlord of its obligation as hereinafter provided if Tenant cures such default within any applicable notice and cure period), Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) applicable Allowance set forth below toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the applicable Increment of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, for hard costs in connection with the Initial Alterations. Notwithstanding , and for voice, data and other cabling in the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) applicable Increment of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipmentPremises. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 thirty (30) days after receipt of the following documentation: (i) 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 be made to a date specified therein; (ii) a certification from an AIA AlA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is locatedState of Washington, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) with the initial draw, a cost breakdown for each trade or subcontractor performing the Initial Alterations, and with each subsequent draw a cost breakdown for each trade or subcontractor performing the work for which the draw is requested; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under this Work Letter or the balance of the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation . The “Allowance” with respect to pay the Allowance in Increments 1 and 2 is Fifty Dollars ($50.00) per rentable square foot of each such Increment. The “Allowance” with respect to Increment 3 is Forty-Five and 42/100 Dollars ($45.42) per rentable square foot of any request for payment submitted after November 30, 2014 such Increment. The “Allowance” with respect to Increment 4 is Thirty-Nine and 17/100 Dollars (“Outside Date”)$39.17) per rentable square foot of such Increment. Tenant shall may not be entitled to use any unused portion of the Allowance applicable to any Increment towards the costs of the Initial Alterations in any other Increment, except that Tenant may use up a portion of the Allowance applicable to Increment 3 towards the costs of the Alterations in the Staging Premises pursuant to Section 5 of the Additional Provisions attached as Exhibit F, except that the portion of the Increment 3 Allowance so used shall not exceed Five Dollars ($5.00) per rentable square foot of the Staging Premises. In addition to the Allowance, Landlord shall reimburse Tenant (or, at Tenant’s direction, directly pay the contractor designated by Tenant) the amount of Thirty-Nine Thousand Five Hundred Seventy-six and 39/100 Dollars ($39,576.39) for the cost of Tenant performing demolition work to the Staging Premises substantially in accordance with the demolition plans dated 4/10/13. C. If after the earlier to occur of substantial completion of the Initial Alterations with respect to any Increment and payment of all costs and expenses in connection therewith, any portion of the Outside Date, Allowance with respect to such Increment remains outstanding (other than to the next installment(s) by reason of Base Rent due Tenant’s default under the Lease), or toward at Tenant’s election Tenant may utilize such remaining balance of the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxesAllowance towards Base Rent, if any, Taxes and Expenses payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees pursuant to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not moving expenses, and furniture to be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements utilized by Tenant in the Premises. D. Landlord represents and warrants to Tenant that as of the applicable Commencement Date of each Increment, the Base Building HVAC, plumbing and electrical systems serving such Increment, up to (but not past) the point of connection with the horizontal or other local distribution systems within or serving such Increment, shall be in good working order and repair. E. This Exhibit Tenant acknowledges that the fee payable to Landlord pursuant to Section 9.03 of the Lease for Landlord’s oversight and coordination shall apply to the Initial Alterations, except that such fee shall be calculated using a factor of 1.5% rather than 10%, and shall not be deemed applicable apply to any additional space added to the Premises at any time voice, data and other cabling costs. At Landlord’s option, Landlord may withhold all or from time to time, whether by any options under the Lease or otherwise, or to any portion of such fee (to the original Premises extent applicable to a requested disbursement or any additions prior disbursements for which the fee was not fully withheld) from the disbursements of the Allowance made pursuant to this Work Letter. Upon completion of the Initial Alterations with respect to each Increment, Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Initial Alterations in such Increment, so that the final amount of said fee may be calculated, and Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of said fee not yet withheld by Landlord or paid to Landlord. F. In addition to the Premises Allowance, and not as a deduction therefrom, Landlord shall reimburse Tenant up to (i) $35,411.40 (being $0.15 per rentable square foot of the Premises) for the costs incurred by Tenant for having its architect produce test fit conceptual plans for the Initial Alterations, and (ii) $590,190.00 (being $2.50 per rentable square foot of the Premises), to be allocated to each Increment on a per rentable square foot basis and disbursed with respect to each Increment on such basis, for the costs incurred by Tenant for having its architect and engineers produce construction and design drawings for the Initial Alterations in the event respective Increment. Landlord shall make such reimbursement to Tenant within thirty (30) days after Tenant’s delivery to Landlord of a renewal or extension paid receipts for the items to be reimbursed, together with such other documents, if any, as Landlord shall reasonably request to evidence such costs. G. Subject to the provisions of this Work Letter, at Tenant’s election the Initial Alterations may include removal of the original Term existing escalators and infill the third-floor of the atrium area of the Building (the “Atrium infill Work”). Without limitation of the requirements of Section 9.03 of the Lease, whether which Tenant acknowledges shall be applicable to the Atrium Infill Work (except that where the provisions of Section 9.03 shall conflict with the provisions of this Section G or the balance of this Work Letter, the provisions of this Section G first, and the balance of this Work Letter second, shall control), the Atrium Infill Work shall comply with all applicable Laws and be subject to Landlord’s reasonable approval in accordance with the plan review and approval process set forth above, and Landlord may require that Tenant utilize Landlord’s designated structural engineer for the Atrium lnfill Work. Landlord makes no representation or warranty the Atrium Infill Work will be allowed pursuant to applicable Laws. The Atrium Infill Work shall be performed at Tenant’s sole cost and expense, including the cost of obtaining all required permits applicable thereto, except that Tenant may utilize the Allowance applicable to Increments 1 and 2 towards the costs of the Atrium Infill Work. If Landlord shall sell the Building prior to the expiration of the initial Lease Term set forth in Section 1.06 of the Lease, on or prior to the closing of such sale Landlord shall pay Tenant its unamortized costs of the Atrium Infill Work (excluding costs associated with removal of the existing escalators). For purposes of the preceding sentence, (i) the costs of the Atrium lnfill Work (excluding costs associated with removal of the existing escalators) shall be the lesser of the actual cost thereof or One Million Dollars ($1,000,000.00), and (ii) the amortization shall be computed on a straight line basis over the period commencing on the Rent Commencement Date for Increment 1 and ending on the Termination Date, with interest at the rate of 5% per annum. Provided that such payment has been made, effective as of the closing of such sale, the area of the Premises shall be increased by any options the square footage of the atrium area that has been infilled, which the parties hereby stipulate as 3,972 rentable square feet, and the Base Rent and Tenant’s Share amounts under this Lease shall be increased to take into account such additional square footage. Base Rent for the Lease or otherwiseinfilled area shall be at the same rate per rentable square foot as is in effect from time to time for the corresponding period for Increment 3 of the Premises. H. Landlord, unless at Landlord’s sole cost and expense, shall perform the following work in the Building (“Landlord’s Work”): (i) Create loading docks on the north and south sides of the ground floor of the Building, and such north side loading dock shall be for Tenant’s exclusive use; (ii) Expand and renovate the main lobby of the Building and the skybridge lobby of the Building consistent with the character of a high-tech adaptive re-use project substantially in accordance with the concept plans dated March 12, 2013, prepared by GGLO and ▇▇▇▇▇▇ Runstad & Company, captioned “Concept Design Package”; (iii) Install a freight elevator at the north end of the Building within the existing elevator shaft at gridline 7; (iv) Expand the bicycle parking area in the Garage to create capacity in a covered area of the Garage for 50 bicycles for every 100,000 rentable square feet of the Premises; (v) Provide a workout / shower and changing area, with lockers, in the retail space in the Garage; (vi) Remove all existing Cable from the Premises (the “Cable Removal Work”); (vii) Paint the exterior of the Building and install an awning consistent with the character and quality of the Building; (viii) Perform landscape work substantially in accordance with the concept plans dated March 12, 2013, prepared by GGLO and ▇▇▇▇▇▇ Runstad & Company, captioned “Concept Design Package”; and (ix) Install electrical submeter(s) to measure electricity furnished to the Premises (other than electricity utilized to furnish base Building HVAC service). Except as expressly so provided in any plans referenced above with respect to Landlord’s Work, the Lease or any amendment or supplement to design and scope of Landlord’s Work, including the Lease.materials and finishes thereof, shall be as determined by Landlord in its good faith discretion. Landlord

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 448,185.54 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 receipted bills covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially labor and materials expended and used in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, ; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises Lab Space by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises Lab Space (the “Initial Alterations”"INITIAL LAB ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Lab Alterations in the Premises Lab Space unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Lab Alterations and the contractors to be retained by Tenant to perform such Initial Lab Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans 's Plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Lab Space and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s plans 's Plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Lab Alterations shall not be unreasonably withheld, delayed or conditioned. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Lab Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Lab Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises Lab Space is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 3,203,775.00 (the “Allowance”"LAB ALLOWANCE") toward the cost of performing the Initial Lab Alterations in preparation of Tenant’s 's occupancy of the PremisesLab Space. Except as provided in the next sentence, the The Lab Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Lab Alterations and for hard costs in connection with the Initial Lab Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Lab Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs performed the Initial Lab Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment receipted bills covering all labor and sworn statement of contractor substantially materials expended and used in the form of AIA Document G-702 covering all work for which disbursement is to 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Lab Alterations; (v2) plans a sworn contractor's affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Lab Alterations, ; and (5) the certification of Tenant and its architect that the Initial Lab Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Lab Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Lab Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Lab Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November 30of the entire Lab Allowance to Landlord in accordance with the provisions contained in this Exhibit by January 31, 2014 (“Outside Date”). 2007, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Lab Alterations and/or Lab Allowance. D. Tenant agrees to accept the Premises Lab Space in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Lab Allowance, incur any costs in connection with the construction or demolition of any improvements in the PremisesLab Space. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. EXHIBIT D BUILDING RULES AND REGULATIONS This Exhibit is attached to and made a part of the Lease by and between MA-RIVERVIEW/245 FIRST STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") and COMBINATORX, INCORPORATED, A DELAWARE CORPORATION ("TENANT") for space in the Buildings located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following rules and regulations shall apply, where applicable, to the Premises, the Buildings, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about the Buildings or Property.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the this Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementhereunder, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX.C. of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheldwithheld or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations$200,000.00, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 113,585.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 receipted bills covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially labor and materials expended and used in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, ; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. Landlord shall be entitled to deduct from the Allowance a construction management fee for Landlord’s oversight of the Initial Alterations in an amount equal to 3% of the total cost of the Initial Alterations. C. Landlord In no event shall have no obligation to pay the Allowance in respect be used for the purchase of equipment, furniture or other items of personal property of Tenant. In the event Tenant does not use the entire Allowance within 6 months of the Premises B Commencement Date, any request for payment submitted after November 30unused amount shall accrue to the sole benefit of Landlord, 2014 (“Outside Date”). it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit D shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the this Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.. Landlord and Tenant have executed this exhibit as of the day and year first above written. By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member By: Equity Office Properties Trust, a Maryland real estate investment trust, its managing general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: CEO By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Treasurer

Alterations and Allowance. A. Concurrently with the signing of this Lease, Landlord will deliver the Premises to Tenant, in a water tight condition, free from defects and exclusive of all other tenancies, in compliance with Law, CC&R, or fire underwriters’ requirements applicable thereto on such date, with all electrical, plumbing, mechanical, HVAC, security, fire protection, life safety, elevator, and other building operating system in or serving Suite 200 in good operating condition. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits the Letter of Credit required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). The approved Initial Alterations are depicted in the attached Schedule 1. Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations, which approvals shall not be unreasonably withheld and shall be deemed given unless reasonably withheld in writing (stating the reasons for withholding) within 10 Business Days after submittal of the written request for approval by Tenant to Landlord with respect to any other contractor. Landlord shall, at Tenant’s request, prior Subject to Section 5 of the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be required for any contractor identified on attached Schedule 1 and, if required, shall not be unreasonably withheldwithheld and shall be deemed given unless reasonably withheld in writing (stating the reasons for withholding) within 10 Business Days after submittal of the written request for approval by Tenant to Landlord. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. All contractors employed by Tenant to conduct work pursuant to this agreement shall be licensed as a contractor in the State of California. B. Provided Tenant is not in DefaultDefault beyond applicable notice and cure periods (but excluding any immaterial, nonmonetary defaults by Tenant), Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 900,341.08 (the “"Allowance”") toward the cost of performing the Initial Alterations Alterations, and the FF&E as set forth below, in preparation of Tenant’s 's occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for the other soft and hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, limitation the costs of telecommunications permit and furniture inspection fees and equipmentsales taxes imposed with respect to such Initial Alterations (“Expansion Costs”). The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s 's Mortgagee may reasonably require; (iviii) a cost breakdown of the Expansion Costs for each trade or subcontractor performing the Initial Alterations; (viv) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (viv) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (viivi) a request to disburse from Tenant containing an approval by Tenant a statement that the amount is owing to contractor under the terms of the work done construction agreement between Tenant and a good faith estimate of the cost to complete the Initial Alterationscontractor. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills for the Expansion Costs covering all labor and materials expended and used, (4) as-built (or “marked-up”) plans of the Initial Alterations, and (5) the certification of Tenant and its Tenant’s architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the Landlord approved plans, and in accordance with applicable laws(6) a final, codes accepted inspection and ordinancesapproval of the Initial Alterations by the building inspector having jurisdiction. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. Notwithstanding the foregoing, up to $450,000.00 of the Allowance may be used by Tenant for the purchase of furniture, fixtures, equipment and telecommunications wiring (“FF&E”) to be used by Tenant in the Premises. Landlord shall have no obligation to pay disburse such portion of the Allowance in (not to exceed the actual FF&E costs), to Tenant within thirty (30) days after the receipt of paid invoices from Tenant with respect to Tenant’s actual FF&E costs. Any portion of any request for payment submitted the Allowance which exceeds the cost of the Landlord Work or is otherwise remaining after November 30December 23, 2014 2005, (“Outside Date”). "Unused Allowance") shall accrue to the sole benefit of Landlord, it being agreed that, subject to the following, Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial credit, offset, abatement or payment with respect thereto; provided, however, upon completion of the Initial Alterations Landlord Work and payment of all costs related thereto, Landlord shall apply the Outside Date, other than to Unused Allowance against the next installment(s) second and subsequent installments of Base Rent and Additional Rent due under the this Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations, the FF&E and/or Allowance and all other costs of installing the Initial Alterations and/or or Tenant’s FF&E in excess of the Allowance. Landlord shall own all such FF&E until the expiration of the Lease (provided that Tenant, not Landlord, shall be responsible for all costs associated with such FF&E including, without limitation, the cost of insuring the same, all maintenance and repair costs and taxes), at which time the FF&E shall become the property of Tenant provided, however, that Tenant shall not then be in Default under any provision of this Lease. Notwithstanding the foregoing, during the Term, each party shall be entitled to take the appropriate tax deduction with respect to such party’s actual contribution toward the purchase of any of the FF&E; provided, however, that the foregoing shall in no event be inconsistent with standard accounting practices customarily utilized in the commercial real estate industry and otherwise substantially in accordance with generally acceptable accounting principles. Tenant shall maintain and repair the FF&E in good and working order and shall insure the FF&E to the same extent Tenant is required to insure Tenant’s Personal Property pursuant to the terms of the Lease. In the event that the Lease is terminated prior to the Termination Date, Tenant, at its election, shall pay to Landlord the unamortized portion of the costs of the FF&E funded by the Allowance or otherwise paid for by Landlord (no later than the termination date of the Lease) calculated on a straight-line basis over the initial Term of the Lease, or the FF&E shall remain the property of Landlord and Tenant shall and, in such event, hereby does, waive all of its rights thereto. D. Except as expressly otherwise stated in the Lease, Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the this Lease to which this Exhibit is attached and all prepaid rental Rent and security deposits required under such agreementhereunder, shall have the right to perform alterations and improvements in the Premises (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article 10.B. of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees to provide Landlord with an itemized statement of estimated renovation costs, including hard construction costs, permits and fees and architectural, engineering and contracting fees, new furniture, fixtures, equipment and related soft costs for Landlord’s 's approval of (the contractors to perform the Initial Alterations shall not be unreasonably withheld"Approved Budget"). The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute up to the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 No/100 Dollars ($581,640.00500,000.00) (the “"Allowance”") toward the cost of performing the Initial Alterations in preparation of Tenant’s 's occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for hard costs in connection with towards the "Cost of the Initial Alterations" in accordance with the Approved Budget. Notwithstanding the foregoingAs used herein, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) "Cost of the Allowance towards the soft Initial Alterations" shall mean costs incurred in connection with of all labor and materials, general contractor's fees and any permit or license fees necessary for completion of construction of the Initial Alterations, includingincluding all hard costs and other soft costs, without limitationincluding furniture, the costs of telecommunications and furniture fixtures and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 thirty (30) days after receipt of the following documentation: (i) 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 be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s 's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is locatedState of Utah, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (viv) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (viivi) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s 's completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (54) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances, and (5) a certificate of occupancy for the Premises. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall . In the event that Tenant has not used the entire Allowance toward the Cost of Initial Alterations, and further provided (i) Tenant is not in default under the Lease and (ii) the Initial Alterations have no obligation been completed and fully paid for, Tenant may apply any excess Allowance towards Base Rent next accruing in an amount not to pay exceed $14,166.68 (four (4) months Base Rent) (the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”"Maximum Credit Amount"). The actual Allowance amount used by Tenant (whether applied against the Cost of Initial Alterations or applied against Base Rent as provided above) shall not be entitled repaid by Tenant over the initial Lease Term with interest on the principal balance from time to time outstanding at eleven percent (11%) per annum, compounded and shall be repaid by Tenant in equal monthly installments at the same time as monthly installments of Base Rent, which installments shall be deemed Additional Rent under the Lease. Landlord and Tenant will enter into an amendment to the Lease specifying the amount of monthly amortizing payments as provided above. Upon the early termination of the Lease Term for any unused portion reason, or upon the occurrence of an Event of Default by Tenant, the entire unpaid principal balance of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent all accrued and unpaid interest thereon shall immediately become due under the Lease, or toward the purchase of furnitureand payable. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. . Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord Delivery Date (as per Section 3 of the Lease, and the full and final execution and delivery of defined in the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, attached) shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior Alterations to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoeverextent provided herein. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval Landlord shall cooperate with Tenant to identify up to four (4) contractors (one of the contractors which shall be Venture Builders) that Landlord would approve to perform the Initial Alterations and to which Tenant would submit a bid request in connection with the Initial Alterations, which approval shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if it any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Tenant shall solicit bids for the mechanical, electrical and plumbing (“MEP”) portions of the Initial Alterations from all MEP subcontractors set forth on the approved list provided by Landlord to Tenant (“Pre-approved MEP Subcontractors”), as well as from Future Air (mechanical), ▇▇▇▇▇▇▇ (electrical) and Greater Bay Mechanical (plumbing) (each of the latter an “Alternate MEP Subcontractor”). Tenant shall use a Pre-approved MEP Subcontractor for each trade in connection with the Initial Alterations, unless the bid obtained from the Alternate MEP Subcontractor for such trade is lower than the lowest bid for such trade from a Pre-approved MEP Contractor by more than three percent (3%), in 1. which case Tenant may use the Alternate MEP Subcontractor providing such low bid for such trade. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 621,240.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of (1) preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, (2) hard costs in connection with the construction of Initial Alterations. Notwithstanding , (3) telecommunications equipment and installation, (4) manufacturing of Tenant’s signage for the foregoingBuilding, Tenant shall have as otherwise permitted under the right to apply up to Fifty Thousand Eight Hundred Ninety- Three Lease, (5) third party consultants’ and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs attorneys’ fees, but only as incurred in connection with the design, permitting and construction of the Initial AlterationsImprovements, including(6) moving costs (7) furniture systems, without limitation, the costs of telecommunications cabling and furniture other specialty trade fixtures and equipment, and (8) installing Tenant’s signage on the Monument Sign, as provided in Section V of Exhibit E to the Lease; provided that at least 75% of the Allowance actually used by Tenant for the Initial Alterations must be applied towards costs set forth in Clause (2) above. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 20 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (viivi) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavitsaffidavits in the form specified by AIA Document A201, (2) full and final waivers of lien from all subcontractors with subcontracts in excess the form of $25,000.00AIA Document G-706, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (54) the certification of Tenant and its Tenant’s architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all Suite 150 prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”"INITIAL ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the Allowance may only be used for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises Expansion Space by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in any portion of the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX of the LeaseLease (with the exception of the construction management fee paid to Landlord which Landlord agrees to waive unless such service is provided as described below in paragraph B), including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If Landlord fails to approve, disapprove or request modifications to Tenant’s final plans for the Initial Alterations or any modifications thereto within 5 business days after Landlord’s receipt of all information needed by Landlord to properly review such plans or modifications, then such plans or modifications, as applicable, shall be deemed approved by Landlord. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. Landlord hereby approves of the following contractors: ▇▇▇▇-▇▇▇▇▇▇▇, Cadence ▇▇▇▇▇▇▇, Constructors and ▇▇▇▇▇▇ Construction. So long as Tenant uses one of the aforementioned contractors, Landlord will not require that Tenant or the selected contractor obtain a payment and performance bond for the Initial Alterations. The parties agree that Landlord’s approval of the general a contractor not mentioned above to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. At Tenant’s request, Landlord will provide construction management services for a fee of 5% of the Initial Alterations performed. In such an event, the Landlord shall enter into a direct contract for the Initial Alterations with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Initial Alterations. C. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $216,176.25 ($581,640.00) (21.25 per rentable square foot within the “Allowance”Expansion Space) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Expansion Space and improvements within the Premises. Except as provided in Any portion of the next sentenceAllowance which exceeds the cost of the Initial Alterations or is otherwise remaining after October 31, 2006, shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto. The Allowance may only be used for the cost of preparing the initial space plan, design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, if Landlord is the construction manager to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 receipted bills covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially labor and materials expended and used in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, ; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. D. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If the cost of the Initial Alterations is less than the Allowance, Tenant, provided it is not in default under the Lease, shall be entitled to apply up to $2.50 per rentable square foot of Premises of such unused Allowance (the “Cabling Allowance”) toward the cost of purchasing and installing telephone and computer cabling in the Premises. All such costs, as evidenced by invoices for same, are referred to herein as the “Cabling Costs”. Landlord shall have no obligation disburse the Cabling Allowance, or applicable portion thereof (not to exceed the actual Cabling Costs), to Tenant within thirty (30) days after the later to occur of (i) receipt of paid invoices from Tenant with respect to Tenant’s actual Cabling Costs, and (ii) completion of the Initial Alterations. If the Allowance shall not be sufficient to complete the Initial Alterations, Tenant shall pay the excess costs, plus any applicable state sales or use tax thereon. Any portion of the Allowance in respect which exceeds the cost of any request for payment submitted the Initial Alterations or is otherwise remaining after November 30the first anniversary of the Expansion Effective Date, 2014 (“Outside Date”). shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, other than to the next installment(s) of Base Rent due under the Leaseoffset, abatement or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection payment with the Initial Alterations and/or Allowancerespect thereto. D. E. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. F. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. G. Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby agree that the cost of the work, required for ADA compliance, to the restrooms and elevator lobbies of the full floors leased by Tenant (“ADA Work”) shall be borne equally between the two parties. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. The ADA Work shall be completed in connection with the Initial Alterations. Landlord and Tenant agree to cooperate with each other in order to enable the ADA Work to be performed in a timely manner and with as little inconvenience to the operation of the Initial Alterations as is reasonably possible.

Alterations and Allowance. A. 1.01 Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Fourth Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementattached, shall have the right to perform alterations and improvements in the Premises to prepare the Premises for Tenant’s occupancy (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Original Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with lawLaw, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. Landlord hereby approves the following as general contractors for the Initial Alterations: Shawmut, Columbia, Structure Tone and ▇▇▇ ▇▇▇▇▇▇▇. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this the Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations (provided that Shawmut, Columbia, Structure Tone and ▇▇▇ ▇▇▇▇▇▇▇ need only have the ability to be bonded for the work in an amount of no less than 100% of the total estimated cost of the Initial Alterations), (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. 1.02 Provided there does not exist an uncured Default by Tenant is not in Defaultunder the Lease, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $43,455.00 (i.e., $581,640.005.00 per square foot of the Premises) (the “Allowance”) to be applied towards toward the cost of performing (i) the Initial Alterations in preparation of Tenant’s initial occupancy of the Premises. Except as provided in the next sentencePremises (including, but not limited to, the Allowance may only be used cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, the cost of city permits, and for hard costs in connection with the Initial Alterations), provided that Tenant provides Landlord with the documentation set forth in this Section 1.02 below relating to the Initial Alterations by the last day of the 7th full calendar month following the Suite 1400 Expansion Effective Date, and/or (ii) FF&E Costs (defined below) and/or Cabling Costs (defined below), provided that Tenant provides Landlord with the documentation set forth in Section 1.03 below relating to the FF&E Costs and/or Cabling Costs by the last day of the 7th full calendar month following the Suite 1400 Expansion Effective Date. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) Any portion of the Allowance towards to be applied toward the soft costs incurred in connection with cost of the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable lawsLaws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance towards the cost of the Initial Alterations, FF&E Costs, and/or Cabling Costs during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse or apply the Allowance shall only resume when and if such Default is cured. C. 1.03 Landlord shall have no obligation to pay disburse such portion of the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused applicable portion of the Allowance requested by Tenant for FF&E Costs, and/or Cabling Costs within 30 days after the earlier to occur receipt of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. invoices from Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and LandlordTenant’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premisesactual FF&E Costs and/or Cabling Costs. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the this Lease to which this Exhibit is attached and all prepaid rental Rent and security deposits required under such agreementhereunder, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and as generally shown on the space plan attached hereto as Schedule D-1 but not until Tenant has complied with all of the terms and conditions of Section 9 Article 10.B. of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, $150,000.00; (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. . Notwithstanding anything contained in foregoing provisions to the contrary: (A) Landlord hereby approves of Interspec Consulting Services to perform architectural and design services in connection with the Initial Alterations; and (B) Landlord hereby approves of KBR Construction, Inc., as the general contractor to perform the Initial Alterations. Provided no Event of Default by Tenant is not in Defaultexists under this Lease, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.0040.00) per square of rentable area in the Premises (the “Allowance”") toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used or applied for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoingAlterations (which costs may include costs for installing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) in accordance with Section 7 of the Allowance towards Lease, separate meters (or submeters, as applicable) to measure Tenant’s consumption of utilities in the soft costs incurred Premises, the cost of installing a double glass suite entry door (consistent with other glass doors currently installed in the main lobby of the Building and subject to Landlord’s approval) for access to the Premises from the main lobby of the Building, Landlord approved signage, a security system in the Premises Tenant’s ATM and the HVAC Unit, the cost of labor and materials in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion construction of the Initial Alterations, as well as permit fees, and general contractor’s overhead and profit), . The Allowance shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor or architect that performs performed the Initial Alterations, in periodic disbursements Alterations within 30 thirty (30) days after following receipt by Landlord of the following documentation: (i1) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 receipted bills covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially labor and materials expended and used in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, ; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances, and (c) a certificate of occupancy for the Premises. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the receipted bills meeting the requirements above. Landlord’s construction management fee in the amount of two percent (2%) of the total hard cost of the initial buildout shall be paid out of the Allowance bears prior to the total cost for the Initial Alterations, less the 10% retainage referenced aboveother disbursements.). Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Event of Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord . In no event shall have no obligation to pay the Allowance in respect be used for the purchase of equipment, furniture or other items of personal property of Tenant. In the event Tenant does not use the entire Allowance by December 31, 2003 any request for payment submitted after November 30unused amount shall accrue to the sole benefit of Landlord, 2014 (“Outside Date”). it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. . Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. . This Exhibit shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the LeaseLease Term, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial "Expansion Space Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Expansion Space Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article 12 of the Lease, including, without limitation, Lease and has obtained the approval by Landlord of the final plans and specifications for the Initial Expansion Space Alterations (the "Plans") and the contractors to be retained by Tenant to perform such Initial Expansion Space Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans 's Plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s plans 's Plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Expansion Space Alterations shall not be unreasonably withheld. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Expansion Space Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance of the type(s) and in the amount(s) as required pursuant to the terms of this Leaseby Landlord, in Landlord's sole discretion, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Expansion Space Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is locatedState of California. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. In addition to being responsible for the construction of the Expansion Space Alterations, Tenant shall, at Tenant's sole cost and expense, be responsible for the demolition and removal of any existing improvements in the Premises or the Original Premises, to the extent any such demolition and removal is necessary. Notwithstanding anything to the contrary in Article 12 of the Lease, Tenant shall not be required to pay an administration fee in connection with Landlord's oversight of the Expansion Space Alterations. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $503,000.00 ($581,640.0020.00 per rentable square foot of the Premises) (the “"Allowance”") toward the cost of performing the Initial Expansion Space Alterations in preparation of Tenant’s 's occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for (i) the cost of preparing design and construction documents and mechanical and electrical plans for the Expansion Space Alterations, (ii) hard costs in connection with the Initial Expansion Space Alterations. Notwithstanding , and (iii) consulting fees associated with the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) validation of the Allowance towards the soft costs incurred in connection with the Initial Expansion Space Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs the Initial Expansion Space Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s 's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’scontractor's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Expansion Space Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is locatedState of California, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee 's mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Expansion Space Alterations; (v) plans and specifications for the Initial Expansion Space Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property Project and Premises; (vi) copies of all construction contracts for the Initial Expansion Space Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Expansion Space Alterations. Upon completion of the Initial Expansion Space Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s 's completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Expansion Space Alterations, and (5) the certification of Tenant and its architect that the Initial Expansion Space Alterations have been installed in a good and workmanlike manner in accordance with the approved plansPlans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Expansion Space Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Expansion Space Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November 30of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by August 14, 2014 (“Outside Date”). 2002, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Expansion Space Alterations and/or Allowance. D. Commencing on the date which shall be mutually agreed upon by Landlord and Tenant, Tenant shall hold weekly meetings at a reasonable time, with the architect and the contractor retained by Tenant regarding the progress of the preparation of Plans and the construction of the Expansion Space Alterations, which meetings shall be held at a location reasonably acceptable to Landlord, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings. Upon Landlord's request, certain of "Tenant's Agents" (defined in Section F, below) shall attend such meetings. In addition, minutes shall be taken at all such meetings, a copy of which minutes shall be promptly delivered to Landlord. One such meeting each month shall include the review of the contractor's current request for payment. E. Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work (subject to Landlord's obligations under Article 10 of the Lease during the Expansion Term) or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit F. Tenant's indemnity of Landlord as set forth in Article 8 of the Lease shall not be deemed applicable also apply with respect to any additional space added and all costs, losses, damages, injuries and liabilities related in any way to the Premises at any time act or from time to timeomission of Tenant or Tenant's employees, whether agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants ("Tenant's Agents") or anyone directly or indirectly employed by any options under the Lease or otherwiseof them, or to in connection with Tenant's non-payment of any amount arising out of the Expansion Space Alterations and/or Landlord's disapproval of all or any portion of the original Premises or any additions to the Premises request for payment. Such indemnity by Tenant, as set forth in the event of a renewal or extension of the original Term of the Lease, whether by shall also apply with respect to any options under and all costs, losses, damages, injuries and liabilities related in any way to Landlord's performance of any ministerial acts reasonably necessary (i) to permit Tenant to complete the Lease Expansion Space Alterations, and (ii) to enable Tenant to obtain any building permit or otherwise, unless expressly so provided in certificate of occupancy for the Lease or any amendment or supplement to the LeasePremises.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves ▇▇▇▇▇▇▇▇ Construction as Tenant’s general contractor and RMW Architecture and Interiors as Tenant’s architect (“RMW”). B. Landlord and Tenant hereby approve that certain space plan depicting the Initial Alterations prepared by RMW (the “Preliminary Plan”), a copy of which Preliminary Plan is attached hereto as Exhibit C-1. Following the execution of this Lease, Tenant shall submit the following to Landlord: (i) working drawings and specifications prepared by RMW based on the approved Preliminary Plan (the “Working Drawings and Specifications”); (ii) any change proposed by Tenant to the approved Working Drawings and Specifications (“Change”). Within 5 Business Days following Tenant’s initial submission of the Working Drawings and Specifications, and within 2 Business Days for any other submission to Landlord, Landlord shall approve or disapprove the Working Drawings and Specifications and/or the Change, which approval shall not be unreasonably withheld or conditioned. If Landlord disapproves the Working Drawings and Specifications or Change, Landlord shall specify in reasonable detail the reasons for disapproval and Tenant shall cause RMW to modify the Working Drawings and Specifications or Change to incorporate Landlord’s suggested revisions in a mutually satisfactory manner. Tenant agrees and acknowledges that Landlord will not check the Preliminary Plan, Working Drawings and Specifications and/or any Change for building code compliance (or other federal, state or local Law), and that Tenant shall be solely responsible for such matters. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 355,830.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, permit fees and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of (1) receipted bills covering the following documentation: (i) an application for payment labor and sworn statement of contractor substantially materials expended and used in the form of AIA Document G-702 covering all work for which disbursement is to 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, Alterations in CAD format; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by June 30, 2014 2007, any unused amount (“Outside DateUnused Allowance”). ) shall accrue to the sole benefit of Landlord, it being agreed that, subject to the following, Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial credit, offset, abatement or payment with respect thereto; provided, however, upon completion of the Initial Alterations Landlord Work and payment of all costs related thereto, Landlord shall apply the Outside Date, other than to Unused Allowance against the next installment(s) second and subsequent installments of Base Rent and Additional Rent due under the this Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. Landlord shall be entitled to deduct from the Allowance a construction management fee for Landlord’s oversight of the Initial Alterations in an amount equal to 3% of the total cost of the Initial Alterations; provided, however, if Tenant’s general contractor is ▇▇▇▇▇▇▇▇ Construction or Skyline Construction, Landlord shall be entitled to deduct from the Allowance a construction management fee equal to the lower of 3% of the total cost of the Initial Alterations or $10,000.00. D. Except as set forth in the Lease, Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Concurrently with the signing of this Lease, Landlord will deliver the Premises to Tenant, in a water tight condition, free from defects and exclusive of all other tenancies, in compliance with Law, CC&R, or fire underwriters’ requirements applicable thereto on such date, with all electrical, plumbing, mechanical, HVAC, security, fire protection, life safety, elevator, and other building operating system in or serving Suite 200 in good operating condition. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits the Letter of Credit required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). The approved Initial Alterations are depicted in the attached Schedule 1. Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations, which approvals shall not be unreasonably withheld and shall be deemed given unless reasonably withheld in writing (stating the reasons for withholding) within 10 Business Days after submittal of the written request for approval by Tenant to Landlord with respect to any other contractor. Landlord shall, at Tenant’s request, prior Subject to Section 5 of the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be required for any contractor identified on attached Schedule 1 and, if required, shall not be unreasonably withheldwithheld and shall be deemed given unless reasonably withheld in writing (stating the reasons for withholding) within 10 Business Days after submittal of the written request for approval by Tenant to Landlord. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. All contractors employed by Tenant to conduct work pursuant to this agreement shall be licensed as a contractor in the State of California. B. Provided Tenant is not in DefaultDefault beyond applicable notice and cure periods (but excluding any immaterial, nonmonetary defaults by Tenant), Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 900,341.08 (the “"Allowance”") toward the cost of performing the Initial Alterations Alterations, and the FF&E as set forth below, in preparation of Tenant’s 's occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for the other soft and hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, limitation the costs of telecommunications permit and furniture inspection fees and equipmentsales taxes imposed with respect to such Initial Alterations (“Expansion Costs”). The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s 's Mortgagee may reasonably require; (iviii) a cost breakdown of the Expansion Costs for each trade or subcontractor performing the Initial Alterations; (viv) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (viv) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (viivi) a request to disburse from Tenant containing an approval by Tenant a statement that the amount is owing to contractor under the terms of the work done construction agreement between Tenant and a good faith estimate of the cost to complete the Initial Alterationscontractor. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills for the Expansion Costs covering all labor and materials expended and used, (4) as-built (or “marked-up”) plans of the Initial Alterations, and (5) the certification of Tenant and its Tenant’s architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the Landlord approved plans, and in accordance with applicable laws(6) a final, codes accepted inspection and ordinancesapproval of the Initial Alterations by the building inspector having jurisdiction. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. Notwithstanding the foregoing, up to $450,000.00 of the Allowance may be used by Tenant for the purchase of furniture, fixtures, equipment and telecommunications wiring (“FF&E”) to be used by Tenant in the Premises. Landlord shall have no obligation to pay disburse such portion of the Allowance in (not to exceed the actual FF&E costs), to Tenant within thirty (30) days after the receipt of paid invoices from Tenant with respect to Tenant’s actual FF&E costs. Any portion of any request for payment submitted the Allowance which exceeds the cost of the Landlord Work or is otherwise remaining after November 30December 23, 2014 2005, (“Outside Date”). "Unused Allowance") shall accrue to the sole benefit of Landlord, it being agreed that, subject to the following, Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial credit, offset, abatement or payment with respect thereto; provided, however, upon completion of the Initial Alterations Landlord Work and payment of all costs related thereto, Landlord shall apply the Outside Date, other than to Unused Allowance against the next installment(s) second and subsequent installments of Base Rent and Additional Rent due under the this Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations, the FF&E and/or Allowance and all other costs of installing the Initial Alterations and/or or Tenant’s FF&E in excess of the Allowance. Landlord shall own all such FF&E until the expiration of the Lease (provided that Tenant, not Landlord, shall be responsible for all costs associated with such FF&E including, without limitation, the cost of insuring the same, all maintenance and repair costs and taxes), at which time the FF&E shall become the property of Tenant provided, however, that Tenant shall not then be in Default under any provision of this Lease. Notwithstanding the foregoing, during the Term, each party shall be entitled to take the appropriate tax deduction with respect to such party’s actual contribution toward the purchase of any of the FF&E; provided, however, that the foregoing shall in no event be inconsistent with standard accounting practices customarily utilized in the commercial real estate industry and otherwise substantially in accordance with generally acceptable accounting principles. Tenant shall maintain and repair the FF&E in good and working order and shall insure the FF&E to the same extent Tenant is required to insure Tenant’s Personal Property pursuant to the terms of the Lease. In the event that the Lease is terminated prior to the Termination Date, Tenant, at its election, shall pay to Landlord the unamortized portion of the costs of the FF&E funded by the Allowance or otherwise paid for by Landlord (no later than the termination date of the Lease) calculated on a straight-line basis over the initial Term of the Lease, or the FF&E shall remain the property of Landlord and Tenant shall and, in such event, hereby does, waive all of its rights thereto. D. Except as expressly otherwise stated in the Lease, Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. SCHEDULE 1 TO WORK LETTER This Schedule 1 is attached to and made a part of the Lease by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company ("Landlord") and NETSUITE, INC., a California corporation ("Tenant") for space in the Building commonly known as Peninsula Office Park Building 9 located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Landlord generally approves the following Initial Alterations (subject to the terms and conditions of the Lease and Exhibit C): [INSERT] Landlord approves the following contractors, subcontractors and material suppliers: [INSERT] EXHIBIT D COMMENCEMENT LETTER This Exhibit is attached to and made a part of the Lease by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company ("Landlord") and NETSUITE, INC., a California corporation ("Tenant") for space in the Building commonly known as Peninsula Office Park Building 9 located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. (EXAMPLE) Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , 20 , by and between , as Landlord, and , as Tenant, for rentable square feet on the floor of the Building located at . Lease Id: Business Unit Number: Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is ; 2. The Termination Date of the Lease is . Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Tenant’s failure to execute and return this letter, or to provide written objection to the statements contained in this letter, within 30 days after the date of this letter shall be deemed an approval by Tenant of the statements contained herein. Sincerely, Authorized Signatory Agreed and Accepted: Tenant: By: Name: Title: Date: EXHIBIT E BUILDING RULES AND REGULATIONS This Exhibit is attached to and made a part of the Lease by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company ("Landlord") and NETSUITE, INC., a California corporation ("Tenant") for space in the Building commonly known as Peninsula Office Park Building 9 located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. 3. Except as otherwise expressly provided in the Lease, no signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval, which approval shall not be unreasonably withheld. 4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached Commencement Date and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 236,985.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the The Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterations), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs performed the Initial Alterations, in periodic disbursements within 30 days after following receipt by Landlord of the following documentation: (i1) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 receipted bills covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially labor and materials expended and used in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v2) plans a sworn contractor’s affidavit from the general contractor and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: done; (1) general contractor and architect’s completion affidavits, (23) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00, (3) receipted bills covering all labor and materials expended and used, lien; (4) as-built plans of the Initial Alterations, ; and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the The Allowance shall be disbursed in the proportion that amount reflected on the Allowance bears to receipted bills meeting the total cost for the Initial Alterations, less the 10% retainage referenced requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. Notwithstanding the foregoing, if the cost of the Initial Alterations is less than the Allowance (or if the Tenant chooses not to perform any Initial Alterations), Tenant, provided it is not in default under the Lease, shall be entitled to apply all of or a portion of the unused Allowance (the “Cabling Allowance”) toward the cost of purchasing and installing telephone and computer cabling in the Premises. All such costs, as evidenced by invoices for same, are referred to herein as the “Cabling Costs”. Landlord shall have no obligation disburse the Cabling Allowance, or applicable portion thereof (not to pay exceed the Allowance in actual Cabling Costs), to Tenant within thirty (30) days after the later to occur of (i) receipt of paid invoices from Tenant with respect to Tenant’s actual Cabling Costs, and (ii) completion of any the Initial Alterations. If Tenant does not submit a request for payment submitted after November 30of the entire Allowance (including the Cabling Allowance) to Landlord in accordance with the provisions contained in this Exhibit by the Abatement Date (as hereinafter defined), 2014 (“Outside Date”). Tenant then Landlord shall not be entitled to any apply the unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) against subsequent installments of Base Rent and Additional Rent due under the this Lease, or toward the purchase of furniture. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. As used herein, the “Abatement Date” shall mean the earlier of (x) December 31, 2007, and (y) the date following April 1, 2007 that Tenant delivers written notice to Landlord that Tenant desires the Landlord to apply any remaining balance of the Allowance against Rent next due. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreement, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”"INITIAL ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. Landlord hereby approves of The Richmond Group as Tenant's general contractor to perform the Initial Alterations. If Tenant does not elect to utilize The Richmond Group as its general contractor for the Initial Alterations, then the parties agree that Landlord’s 's approval of the any other general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this the Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractorcontractor other than The Richmond Group. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 2,899,875.00 (the “Allowance”"ALLOWANCE") toward the cost of performing the Initial Alterations in preparation of Tenant’s 's occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s 's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s 's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s 's completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November 30of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by January 31, 2014 (“Outside Date”). 2007, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Leaseto Tenant, and the full and final execution and delivery of this Lease and the Lease delivery by Tenant to which this Exhibit is attached and Landlord of (i) all prepaid rental and security deposits required hereunder, (ii) the executed estoppel certificate dated December 30, 1999, pertaining to the Sublease (as defined in Section I.A. of Exhibit E attached hereto), which was previously prepared and delivered by Landlord to Tenant and (iii) a letter agreement executed by Tenant in form and substance satisfactory to Landlord transferring the letter of credit previously delivered by Tenant under such agreementthe Sublease from Southern Company Services, Inc., as beneficiary, to Landlord as beneficiary, shall have the right to perform alterations and improvements in the Premises (the “"Initial Alterations”"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 Article IX.C of the this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, hereby pre-approve, or disapprove, as approves the case may be, the contractor to be retained by Tenant in the performance of following contractors for the Initial Alterations: ▇▇▇▇ Computer Environments, ▇▇▇▇▇ Commercial Contracting and ▇▇▇▇▇▇ Architects. Landlord’s consent is solely for the benefit Additionally, subject to review of LandlordTenant's plans and specifications therefor, and neither Tenant nor any third party shall have the right to rely install a T1 line from the Building's point of demarcation in the phone room on Landlord’s consent, or its approval level G-2 of Tenant’s plans, for any purpose whatsoeverthe Building to the Premises. Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Tenant’s 's plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s 's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, delayed or conditioned. The parties agree that Landlord’s 's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Notwithstanding anything contained in the Lease or herein to the contrary, Tenant shall pay Landlord a fixed fee of $7,500.00 for Landlord's services in connection with the Initial Alterations, including, without limitation, review and approval of Tenant's plans and specifications therefor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Two Hundred EightyFifty-One Six Thousand Six Three Hundred Forty Eighty and 00/100 25/100ths Dollars ($581,640.00256,380.25) (the “"Allowance”") toward the cost of performing the Initial Alterations in preparation of Tenant’s 's occupancy of the Premises, including payment of Landlord's Fee. Except as provided in the next sentence, the The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations (provided, however, that no more than $20,929.00 of the Allowance may be used for such costs of preparing design and construction documents and plans) and for hard costs in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipmentincluding any permit fees. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s 's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 thirty (30) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 G702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s 's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s's, subcontractor’s 's and material supplier’s 's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ ' lien laws of the state in which the Premises is locatedState of Georgia, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s 's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial AlterationsAlterations for which a disbursement is being requested; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (viivi) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s 's completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default monetary or material non-monetary default under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Default default is cured. C. Landlord If Tenant has used the entire Allowance as provided herein, then, prior to expiration of the 6/th/ month of the Term, Tenant, provided it is not in default under this Lease, shall have the right to borrow up to One Hundred Sixty-Seven Thousand Four Hundred Thirty-Two and 00/100ths Dollars ($167,432.00) (the "Additional Allowance") from Landlord in order to finance additional hard costs of the Initial Improvements during the Term. Any Additional Allowance borrowed by Tenant hereunder shall be repaid to Landlord as Additional Rent in equal monthly installments throughout the initial Term at an interest rate equal to eleven percent (11%) per annum. If Tenant is in default under this Lease after the expiration of applicable cure periods, the entire unpaid balance of the Additional Allowance borrowed by Tenant shall become immediately due and payable and, except to the extent required by applicable law, shall not be subject to mitigation or reduction in connection with a reletting of the Premises by Landlord. In the event Tenant elects to borrow all or any portion of the Additional Allowance hereunder, the Letter of Credit provided by Tenant under Article VI of the Lease shall be increased by an amount equal to the Additional Allowance borrowed by Tenant and each of the amounts set forth in the last sentence of the second paragraph of Article VI of the Lease (the amounts to which the Letter of Credit is reduced) shall be increased by an amount equal to 20% of such Additional Allowance borrowed by Tenant. D. In no obligation to pay event shall the Allowance in respect be used for the purchase of equipment, furniture or other items of personal property of Tenant. In the event Tenant does not use the entire Allowance within nine (9) months after the Commencement Date, any request for payment submitted after November 30unused amount shall accrue to the sole benefit of Landlord, 2014 (“Outside Date”). it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. E. Tenant agrees to accept the Premises in its “"as-is” " condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. F. This Exhibit shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the this Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.. Landlord and Tenant have executed this exhibit as of the day and year first above written. LANDLORD:

Alterations and Allowance. A. 1.01 Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits Letter of Credit required under such agreementthe Lease, shall have the right to perform alterations and improvements in the Premises to prepare the Premises for Tenant’s occupancy (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with lawLaw, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. Landlord hereby approves the following as general contractors for the Initial Alterations: Shawmut, Columbia, Structure Tone and ▇▇▇ ▇▇▇▇▇▇▇. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations (provided that Shawmut, Columbia, Structure Tone and ▇▇▇ ▇▇▇▇▇▇▇ need only have the ability to be bonded for the work in an amount of no less than 100% of the total estimated cost of the Initial Alterations), (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. . Provided there does not exist an uncured Default by Tenant is not in Defaultunder the Lease, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $2,561,295.00 (i.e., $581,640.0055.00 per square foot of the Premises) (the “Allowance”) to be applied towards toward the cost of performing of (i) the Initial Alterations in preparation of Tenant’s initial occupancy of the Premises. Except as provided in the next sentencePremises (including, but not limited to, the Allowance may only be used cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, the cost of city permits, and for hard costs in connection with the Initial Alterations), provided that Tenant provides Landlord with the documentation set forth in this Section 1.02 below relating to the Initial Alterations by December 31, 2014, and/or (ii) FF&E Costs (defined below) and/or Cabling Costs (defined below), provided that Tenant provides Landlord with the documentation set forth in Section 1.03 below relating to the FF&E Costs and/or Cabling Costs by December 31, 2014. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) Any portion of the Allowance towards to be applied toward the soft costs incurred in connection with cost of the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable lawsLaws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance towards the cost of the Initial Alterations, FF&E Costs, and/or Cabling Costs during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse or apply the Allowance shall only resume when and if such Default is cured. C. 1.02 Landlord shall have no obligation to pay disburse such portion of the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused applicable portion of the Allowance requested by Tenant for FF&E Costs, and/or Cabling Costs within 30 days after the earlier to occur receipt of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. invoices from Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and LandlordTenant’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premisesactual FF&E Costs and/or Cabling Costs. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of Must-Take Effective Date (as defined in the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementFourth Amendment), shall have the right to perform alterations and improvements in the Premises (the “Initial Must-Take Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Must-Take Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 12 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Must-Take Alterations and the contractors to be retained by Tenant to perform such Initial Must-Take Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Must-Take Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Must-Take Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Must-Take Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Tenant is not in Defaultdefault, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 336,930.00 (the “Must-Take Allowance”) toward the cost of performing the Initial Must-Take Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Must-Take Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Must-Take Alterations and for hard costs in connection with the Initial Must-Take Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) of the Allowance towards the soft costs incurred in connection with the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Must-Take Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Must-Take Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Must-Take Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee mortgagee, if any, may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Must-Take Alterations; (v) plans and specifications for the Initial Must-Take Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the 4015 Building, Property the Complex and the Premises; (vi) copies of all construction contracts for the Initial Must-Take Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Must-Take Alterations. Upon completion of the Initial Must-Take Alterations, and prior to final disbursement of the Must-Take Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Must- Take Alterations, and (5) the certification of Tenant and its architect that the Initial Must-Take Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Must-Take Allowance more than one time per month. If the Initial Must-Take Alterations exceed the Must-Take Allowance, Tenant shall be entitled to the Must-Take Allowance in accordance with the terms hereof, but each individual disbursement of the Must-Take Allowance shall be disbursed in the proportion that the Must-Take Allowance bears to the total cost for the Initial Must-Take Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Must-Take Allowance during the continuance of an uncured Default default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default default is cured. C. Landlord In no event shall have no obligation to pay the Must-Take Allowance in respect be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November 30of the entire Must-Take Allowance to Landlord in accordance with the provisions contained in this Work Letter by December 31, 2014 (“Outside Date”). 2011, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Must-Take Alterations and/or Must-Take Allowance. Landlord shall be entitled to deduct from the Must-Take Allowance a construction management fee for Landlord’s oversight of the Must-Take Alterations in an amount equal to 3% of the total cost of the Must-Take Alterations. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit Work Letter shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Initial Premises or any additions to the Premises in the event of a renewal or extension of the original Extended Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

Alterations and Allowance. A. Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementagreement have been made, shall have the right to perform alterations and improvements in the Premises (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. Provided Commencing as of April 1, 2015, provided Tenant is not in Default, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars ($581,640.00) 150,000.00 (the “Allowance”) toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. Except as provided in the next sentence, the The Allowance may only be used for hard costs costs, which term shall include, without limitation, the cost to construct demountable glass partitions in the Premises in connection with the Initial Alterations. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) 15,000.00 of the Allowance towards the soft costs incurred in connection with the Initial Alterationstoward furniture, including, without limitation, the costs of fixtures and equipment and telecommunications and furniture and equipmentdata wiring. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant or its Architect of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. C. Landlord shall have no obligation to pay Except as expressly provided above, the Allowance in respect shall not be used for the purchase of any equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment submitted after November 30of the entire Allowance to Landlord in accordance with the provisions contained in this Exhibit by September 1, 2014 (“Outside Date”). 2016, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any unused portion of the Allowance after the earlier to occur of substantial completion of the Initial Alterations and the Outside Datecredit, abatement or other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furnitureconcession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and Landlord’s Plan Contribution, as set forth below)Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of 20 , by and between ▇▇▇▇▇ GLOBAL REIT RIVERSIDE CENTER, LLC., a Delaware limited liability company, as Landlord, and , as Tenant, for rentable square feet on the floor of Riverside Center located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Lease Id: Business Unit Number: Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and acknowledges: 1. The Commencement Date of the Lease is .

Alterations and Allowance. A. 1.01 Tenant, following the delivery of the Premises by Landlord as per Section 3 of the Lease, and the full and final execution and delivery of the Lease Second Amendment to which this Exhibit is attached and all prepaid rental and security deposits required under such agreementattached, shall have the right to perform alterations and improvements in the Premises to prepare the Premises for Tenant’s occupancy (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Original Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord shall, at Tenant’s request, prior to the Execution Date of this Lease, pre-approve, or disapprove, as the case may be, the contractor to be retained by Tenant in the performance of the Initial Alterations. Landlord’s consent is solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with lawLaw, functionality of design, the structural integrity of the design, the configuration of the premises Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed. Landlord hereby approves the following as general contractors for the Initial Alterations: Shawmut, Columbia, Structure Tone and ▇▇▇ ▇▇▇▇▇▇▇. The parties agree that Landlord’s approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this the Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations (provided that Shawmut, Columbia, Structure Tone and ▇▇▇ ▇▇▇▇▇▇▇ need only have the ability to be bonded for the work in an amount of no less than 100% of the total estimated cost of the Initial Alterations), (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. B. 1.02 Provided there does not exist an uncured Default by Tenant is not in Defaultunder the Lease, Landlord agrees to contribute the sum of Five Hundred Eighty-One Thousand Six Hundred Forty and 00/100 Dollars $440,302.50 (i.e., $581,640.0022.50 per square foot of the Premises) (the “Allowance”) to be applied towards toward the cost of performing (i) the Initial Alterations in preparation of Tenant’s initial occupancy of the Premises. Except as provided in the next sentencePremises (including, but not limited to, the Allowance may only be used cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, the cost of city permits, and for hard costs in connection with the Initial Alterations), provided that Tenant provides Landlord with the documentation set forth in this Section 1.02 below relating to the Initial Alterations by the last day of the 7th full calendar month following the Suite 1401 & 1405 Expansion Effective Date, and/or (ii) FF&E Costs (defined below) and/or Cabling Costs (defined below), provided that Tenant provides Landlord with the documentation set forth in Section 1.03 below relating to the FF&E Costs and/or Cabling Costs by the last day of the 7th full calendar month following the Suite 1401 & 1405 Expansion Effective Date. Notwithstanding the foregoing, Tenant shall have the right to apply up to Fifty Thousand Eight Hundred Ninety- Three and 50/100 Dollars ($50,893.50) Any portion of the Allowance towards to be applied toward the soft costs incurred in connection with cost of the Initial Alterations, including, without limitation, the costs of telecommunications and furniture and equipment. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw upon completion of the Initial Alterationsdraw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within 30 days after receipt of the following documentation: (i) 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 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; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all subcontractors with subcontracts in excess of $25,000.00lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable lawsLaws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance towards the cost of the Initial Alterations, FF&E Costs, and/or Cabling Costs during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse or apply the Allowance shall only resume when and if such Default is cured. C. 1.03 Landlord shall have no obligation to pay disburse such portion of the Allowance in respect of any request for payment submitted after November 30, 2014 (“Outside Date”). Tenant shall not be entitled to any unused applicable portion of the Allowance requested by Tenant for FF&E Costs, and/or Cabling Costs within 30 days after the earlier to occur receipt of substantial completion of the Initial Alterations and the Outside Date, other than to the next installment(s) of Base Rent due under the Lease, or toward the purchase of furniture. invoices from Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. D. Tenant agrees to accept the Premises in its “as-is” condition and configuration, and the Building in its condition as required under the Lease, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance (and LandlordTenant’s Plan Contribution, as set forth below), incur any costs in connection with the construction or demolition of any improvements in the Premisesactual FF&E Costs and/or Cabling Costs. E. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.