Common use of Construction Allowance Clause in Contracts

Construction Allowance. Subject to the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.

Construction Allowance. Subject to the terms and provisions hereof, Sublandlord Landlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially Allowance specified in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Section 1.15. Disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31made in two equal payments (i.e., 2012the Construction Allowance is $150,000, then Sublandlord two payments of $75,000.00) in accordance with the following procedure: Tenant shall have no obligation submit to pay Landlord a written statement (the "Payment Statement") setting forth (i) all the amounts payable to Tenant's contractors and vendors; (ii) an architect's statement certifying 50% or any portion 100% completion of Tenant's Work, as applicable; (iii) a copy of all bills and invoices pertaining to such Tenant's Work totaling a minimum of one-half (1/2) the Construction Allowance (including "hard costs" and "soft costs" (such "soft costs" including, for example, license and permit fees and architect's fees, but excluding attorney's fees and internal overhead)) for the first payment (otherwise, the first payment will be equal to such lesser amount incurred by Tenant as shown on the bills and invoices, with the difference between 1/2 of the Construction Allowance to Subtenant relative to and the portion of Subtenant Improvements not completed by such date. If amount paid as the cost first payment paid as part of the Subtenant Improvements exceeds second payment) and a cumulative minimum amount of the Construction Allowance (including "hard costs" and "soft costs" (such "soft costs" including, for example, license and permit fees and architect's fees, but excluding attorney's fees and internal overhead)) for the second payment (otherwise, the second payment will be equal to such lesser amount incurred by Tenant as shown on the bills and invoices, with the difference retained by Landlord); (iv) unconditional lien releases and proof of payment with respect to all bills and invoices covered by the Payment Statement; (v) a copy of the occupancy permit for the Premises for the second disbursement of the Construction Allowance; and (vi) a copy of Tenant's punch list which Landlord has approved after inspection of Tenant's Work for the second disbursement of the Construction Allowance. Landlord shall issue a check to Tenant for the first payment and the second payment within ten (10) days after Landlord's receipt of the Payment Statement for such payment provided that, such excess amount at Landlord's option, Landlord shall be borne solely by Subtenant. Sublandlord shall pay have the right to withhold fifteen percent (15%) of the Construction Allowance out of the second payment until such time as Tenant has completed all punch list items to Subtenant Landlord's reasonable satisfaction and shall be payable within thirty ten (3010) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s after Landlord's receipt of a certificate notice from Subtenant’s licensed contractor certifying Tenant regarding Tenant's completion thereof. The cost of any additional work performed by Landlord (provided Tenant has requested that Landlord perform the additional work, or Landlord notified Tenant of a defect in Tenant's work prior to commencing the work and Tenant has a reasonable period to cure the defect and fails to do so in a timely manner) for the benefit of Tenant, as well as any rental that is already due and owing under this Lease as of the Subtenant Improvements in substantial accordance with date the Approved Space Plans; (iii) Sublandlord’s receipt payment of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction AllowanceAllowance is to be made, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related shall be deducted from the Construction Allowance before said Construction Allowance is paid to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsTenant.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 45.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Tenant’s Work. No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated Excess Amount. Thereafter, Landlord shall pay to Tenant the Construction Allowance, to be applied solely toward Subtenantthe remaining Total Construction Costs and not in reimbursement of the Excess Amount paid by Tenant, in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment, (ii) final, unconditional or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant’s personal propertyWork, fully executed, acknowledged and in recordable form, (iii) copies of all invoices and proof of payment of same, and (iv) the Architect’s certification that the Tenant’s Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the “as-built” plans for the Tenant’s Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Tenant’s Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Project or the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the advance of the Construction Allowance to Subtenant relative to the portion are not satisfied, or (D) an Event of Subtenant Improvements not completed Default by such dateTenant exists. If the cost of Total Construction Costs for the Subtenant Improvements exceeds Premises are less than the Construction Allowance, then Tenant shall not be entitled to receive payment or credit for such excess amount difference and Landlord shall retain the same. The Construction Allowance must be borne solely by Subtenant. Sublandlord shall pay used (that is, the Tenant’s Work must be fully complete and the Construction Allowance to Subtenant disbursed) within thirty twenty-four (3024) days months following the later Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. The Construction Allowance may be used in Tenant’s discretion for Tenant’s Work with no stipulation from Landlord as to occur how much of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Construction Allowance is allocated within the various spaces in the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees Tenant a construction allowance equal to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars twenty six dollars ($55,786.0926.00) per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenant’s personal propertymade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. If Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any Subtenant Improvements calendar month) following the receipt by Landlord of the following items: (a) a request for payment with invoices and sworn statements of owner and contractor, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect's certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises, (ii) Tenant's occupancy of the Premises, and (iii) an estoppel certificate confirming such factual matters as Landlord or Landlord's Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant's submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until 30 days following Landlord's receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant's interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (3) the conditions to the advance of the Construction Allowance are not completed on satisfied, or before December 31, 2012, then Sublandlord (4) Tenant is in default under the Lease. The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) within six months following the Commencement Date or shall have be deemed forfeited with no further obligation to pay all or any by Landlord with respect thereto. No portion of the Construction Allowance may be used as rent credit or to Subtenant relative purchase furniture, art or equipment or to the portion pay moving costs, legal fees or other costs of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction AllowanceTenant's consultants, such excess amount shall be borne solely by Subtenant. Sublandlord shall or to pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eightyother non-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costscapital expenses.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance (the "CONSTRUCTION ALLOWANCE") equal to the terms lesser of (a) the sum of (i) $25.00 per rentable square foot in the Premises, and provisions hereof(ii) at Tenant's option, Sublandlord agrees an additional $5.00 per rentable square foot in the Premises, provided that any such additional allowance under this clause (ii) shall be repaid by Tenant to contribute Landlord in equal monthly installments of principal and interest amortized over the initial Term of this Lease at an amount interest rate of ten and one-half percent (10.5%) per annum, such option to be exercised prior to commencement of the Work, if at all, or (b) the sum of (i) the Total Construction Costs, as adjusted for any approved changes to the Work, and (ii) Other Costs; however, if Tenant or its agent is managing the performance of the Work, then Tenant shall not become entitled to exceed Fifty-Five Thousand Seven Hundred Eighty-Six full credit for the Construction Allowance until the Work has been Substantially Completed and 09/100 Dollars Tenant has caused to be delivered to Landlord ($55,786.091) (the “Construction Allowance”) toward all invoices from contractors, subcontractors, and suppliers evidencing the cost of performing the Subtenant Improvements Work, together with lien waivers from such parties, and a consent of the surety to the Subleased Premises provided finished Work (if applicable) and (2) a certificate of occupancy from the same are appropriate governmental authority, if applicable to the Work, or evidence of governmental inspection and approval of the Work. Notwithstanding anything contained herein to the contrary, Landlord agrees (A) constructed substantially in accordance with the Approved Space Plansto pay to Tenant upon execution of this Lease, and (B) completed on or before December 31, 2012, except that no a portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31equal to $1.00 per rentable square foot in the Premises; (B) at Tenant's option, 2012, then Sublandlord shall have no obligation to pay all or any Tenant may apply a portion of the Construction Allowance to Subtenant relative costs and expenses incurred by Tenant in relocating to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; space planning, design costs, and project management costs (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of collectively, the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements"OTHER COSTS"); and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition (C) to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord extent the sum of Eight Thousand Five Hundred EightyTotal Construction Costs and Other Costs is less than $25.00 per rentable square foot in the Premises, Landlord shall pay to Tenant in cash a sum equal to seventy-Nine Dollars five percent ($8,589.0075%) to reimburse Sublandlord for of such costsunused Construction Allowance.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance in the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars of US one hundred thousand dollars ($55,786.09100,000.00) (the “Construction Allowance”) to be applied toward the cost Total Construction Costs. Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the Subtenant Improvements following items: (a) a request for payment itemized with a statement from Tenant and contractor outlining the portion of Work for which reimbursement is being requested, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work which has been completed at the time the reimbursement request is being made, fully executed, acknowledged and in recordable form, (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the Subleased last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises provided (if a certificate of occupancy is required by law), (ii) Tenant’s occupancy of the same are (A) constructed substantially in accordance with the Approved Space PlansPremises, and (Biii) completed on the record drawing in CAD format (if available), PDF format and hard copy required by Section 5 above (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or before December 31incorrect, 2012Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, except that no portion Landlord shall not be obligated to make any disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If during the pendency of any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (3) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance are not satisfied, or (4) Tenant is in default under the Lease. The Construction Allowance must be used (i.e. work performed and invoices submitted to Subtenant Landlord) within thirty eighteen (3018) days months following the later Effective Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. Not less than eighty percent (80%) of the Construction Allowance must be used to occur pay for the expansion / addition of (i) Sublandlord’s receipt restroom facilities at the Premises and hard and soft construction items related thereto; the balance of Subtenant’s Certificate of Occupancy the Construction Allowance may be used for other improvements to the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of or at the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design option of the Tenant Improvementsmay be used for routine and/or non-routine repair, including the preparation enhancement or replacement of the Approved Space Plan, HVAC system and in HVAC equipment serving the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsPremises.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 7.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty twelve (3012) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars sixty dollars ($55,786.0960.00) per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. When the Work has been finally completed and Tenant has paid the Total Construction Costs to the contractor from its own funds Landlord shall pay to Tenant the Construction Allowance, or so much thereof that has been paid by Tenant as the Total Construction Costs, following the receipt by Landlord of the Subtenant Improvements following items: (i) a request for payment, (ii) final lien waivers from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (iii) the Architect’s certification that the Work has been requested has been finally completed, including any punch-list items, on the appropriate AIA form or another form approved by Landlord, (iv) the permanent certificate of occupancy issued for the Premises, (v) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to the Subleased Premises provided the same are Landlord’s construction representative (A) constructed substantially in accordance with the Approved Space Plansset forth below), and (Bvi) completed on an estoppel certificate confirming such factual matters as Landlord or before December 31Landlord’s Mortgagee may reasonably request, 2012including evidence of all payments made to Tenant’s contractor (collectively, except that no portion a “Completed Application for Payment”). Landlord shall pay the amount requested, up to the amount of the Construction Allowance, in the Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the complete and correct Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If during the pendency of any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty twelve (3012) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Rent Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance equal to $40.00 per rentable square foot in the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Tenant’s Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) 50% of the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Total Construction Costs shall include architectural and design fees and expenses, structural engineering fees and expenses, mechanical, electrical and plumbing fees and expenses, Landlord’s personal propertyconstruction management fee, Tenant’s construction and project management fees and expenses, municipal fees and charges and any related taxes. If Landlord shall pay to Tenant’s vendors the Construction Allowance in multiple disbursements (but not more than once in any Subtenant Improvements are calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for Tenant’s Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s certification that Tenant’s Work for which reimbursement has been requested has been completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for Tenant’s Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant’s designated vendor(s) within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not completed on or before December 31, 2012, then Sublandlord shall have no obligation be obligated to pay all or make any portion disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to Subtenant relative any portion of Tenant’s Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements the Construction Allowance are not completed satisfied, or (D) an Event of Default by such dateTenant exists. If the cost of the Subtenant Improvements exceeds Total Construction Costs are more than the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay Landlord shall, at Tenant’s election, increase the Construction Allowance by up to Subtenant within thirty $5.00 per rentable square foot in the Premises (30the “Additional Construction Allowance”). The amount of the Additional Construction Allowance actually utilized by Tenant shall be amortized as additional Basic Rental over the initial Term at 8% per annum, in the same manner as a loan having equal monthly payments with full repayment over the initial Term. Tenant’s election to use all or a portion of the Additional Construction Allowance shall be made by written notice to Landlord given no later than the date which is 180 days after the date the Premises are delivered to Tenant. Within ten (10) days following after Landlord’s request therefor, Tenant shall execute and return an amendment modifying the later to occur Basic Rental accordingly. After the final completion of Tenant’s Work and a reconciliation by Landlord, Landlord shall calculate any remaining balance of the Construction Allowance by deducting the Total Construction Costs from the Construction Allowance (the “Excess Construction Allowance”), and Tenant may use any Excess Construction Allowance towards the cost of Tenant’s installation of telephone and data networks, and cabling, furniture, fixtures and equipment, other specialty trade fixtures including security, and other move related costs, and the costs of the Signs. If Tenant fails timely (i) Sublandlordto make its election regarding utilization of the Additional Construction Allowance or (ii) to execute and return the required Lease amendment, then Landlord shall automatically be released from its obligation to contribute the Additional Construction Allowance. Following Landlord’s receipt payment in full of Subtenant’s Certificate of Occupancy for the PremisesConstruction Allowance (including the Additional Construction Allowance, if applicable), Tenant shall bear the remaining Total Construction Costs; (iiany liens that may arise thereafter from the TI Work shall be governed by Section 7(d) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; Lease. The Construction Allowance must be used (iii) Sublandlordthat is, Tenant’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed Work must be fully complete and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction AllowanceAllowance disbursed) within six months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design time being of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance essence with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 7.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form. If or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty twelve (3012) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars $20.00 per square foot in the Premises (i.e., $55,786.091,293,860) (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment and sworn statements of owner and contractor, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises, (ii) Tenant’s occupancy of the Premises, (iii) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (iv) an estoppel certificate confirming such factual matters as Landlord may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (3) the conditions to the advance of the Construction Allowance are not completed on satisfied, or before December 31, 2012, then Sublandlord (4) Tenant is in default (after expiration of any notice and cure period) under the Lease. The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) within 12 months following the Commencement Date or shall have be deemed forfeited with no further obligation to pay all or any by Landlord with respect thereto. No portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall may be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsas rent credit.

Construction Allowance. Subject As a contribution to Tenant's Work, Landlord shall pay to Tenant a construction allowance (the terms "CONSTRUCTION ALLOWANCE") of SIX HUNDRED THOUSAND and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 No/100 Dollars ($55,786.09600,000.00). An interim payment of ZERO and No/100 Dollars ($0) shall be paid on Tenant's completion of one-third of Tenant's Work. An additional interim payment of ZERO and No/100 Dollars (the “Construction Allowance”$0) toward the cost shall be paid upon Tenant's completion of two-thirds of Tenant's Work. The final remaining payment of SIX HUNDRED THOUSAND and No/100 Dollars ($ 600,000.00) shall be paid upon completion of Tenant's Work. Landlord shall pay such installments to Tenant within fifteen (15) days after Tenant's written request therefor and delivery to Landlord of a true copy of the Subtenant Improvements certificate of occupancy for the Premises (which requirement, if the governing jurisdiction issues temporary certificates of occupancy in connection with the initial opening for business of the Premises, will be satisfied by Tenant's delivery of such temporary certificate of occupancy (subject to the Subleased Premises provided qualification stated below) to Landlord, but Tenant will thereafter continue to pursue, obtain and provide to Landlord a copy of the same are final certificate of occupancy, when available). If Tenant delivers a temporary certificate of occupancy to Landlord and it has so many "punch list" items needed for completion and issuance of a final certificate of occupancy such that the "punch list" items cannot reasonably be completed within one hundred and twenty (A120) constructed substantially in accordance with days from the Approved Space Plansdate of delivery of the temporary certificate of occupancy to Landlord, and (B) completed on or before December 31, 2012, except that no then Landlord will have the right to withhold from disbursement to Tenant such portion of the Construction Allowance as may be reasonably necessary to provide security for completion of all "punch list" items, in an amount equal to 115 percent (115%) of the estimated cost to finish all "punch list" items. Upon the prior written request of Landlord, Tenant shall be applied toward Subtenant’s personal propertyprovide Landlord partial mechanics' lien waivers for all Major Contractors (as defined below) for interim allowance payments and full mechanics' lien waivers for all Major Contractors for the final allowance payment (or will provide the affidavit and indemnity, as provided in Section 8 below). If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation Failure by the Landlord to pay all or any portion installment of the Construction Allowance allowance when due shall constitute a default of Landlord under this Lease. In addition to Subtenant relative any remedies available to Tenant under this Agreement or at law or equity as a result of Landlord's default, Tenant may: (a) charge Landlord interest on the portion of Subtenant Improvements not completed by overdue amount from the date such date. If installment is due on all delinquent installments at the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur lesser of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; highest rate allowed by law or (ii) Sublandlord’s receipt a rate of a certificate from Subtenant’s licensed contractor certifying completion two percent (2%) over the rate then announced by Chase Manhattan Bank as its base or prime rate per annum; and (b) set off any delinquency and applicable interest against one hundred percent (100%) of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of finalMinimum Rent, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor Percentage Rent and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for Additional Rent payments first coming due under this Lease until such costsdelinquency is fully repaid.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees Tenant a construction allowance equal to contribute an amount not to exceed Fifty-Seventy Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.0975.00) per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansWork. The Construction Allowance shall first be available to Tenant January 1, and (B) completed on or before December 31, 2012, except that no portion 2013. No advance of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount (if any) by which the Total Construction Costs are not completed on or before December 31, 2012, then Sublandlord shall have no obligation estimated to pay all or any portion exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay directly to Tenant’s general contractor the Construction Allowance to Subtenant relative in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment with sworn statements of owner (tenant) and contractor, (b) final or partial lien waivers, as the case may be (which with respect to the portion of Subtenant Improvements not completed by such date. If payment being made may be conditional as to the cost amount of the Subtenant Improvements exceeds current payment requested, but shall in any event be unconditional releases as to prior amounts), from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance, (w) “as built” drawings in both paper and AutoCad format; (x) the permanent certificate of occupancy issued for the Premises, (y) Tenant’s occupancy of the Premises, and (z) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant’s submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until thirty (i30) Sublandlorddays following Landlord’s receipt of Subtenantthe Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s Certificate interest therein by reason of Occupancy work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, if applicable; (ii3) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements in substantial accordance with the Approved Space Plans; Construction Allowance are not satisfied, or (iii4) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for a Default by Tenant exists. The Construction Allowance must be used (i.e., work performed and materials used in completing invoices submitted to Landlord) within twelve (12) months following the Subtenant Improvements; and Sublandlord’s receipt Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. No portion of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsAllowance may be used as rent credit.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance of $32.00 per rentable square foot in the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. In the event that the amount of the Subtenant Improvements Total Construction Costs is estimated to exceed the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansConstruction Allowance, and (B) completed on or before December 31, 2012, except that no portion then each disbursement of the Construction Allowance shall be applied toward Subtenantmade pari passu with Tenant’s personal property. If any Subtenant Improvements are not completed on or before December 31payment, 2012from Tenant’s own funds, then Sublandlord shall have no obligation to pay all or any portion of the excess of the Total Construction Costs minus the Construction Allowance to Subtenant relative to such disbursement. For example, if the portion of Subtenant Improvements budgeted Total Construction Costs are $100 and the Construction Allowance is $80, each disbursement (draw) shall be paid 80% by Landlord and 20% by Tenant. Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not completed more than once in any calendar month) following the receipt by such date. If the cost Landlord of the Subtenant Improvements exceeds following items: (a) a request for payment and sworn statements of owner and contractor, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises, (ii) Tenant’s occupancy of the Premises, (iii) as-built drawings in AutoCAD format and hard copy required by Section 5 above, (iv) copies of all contractor and supplier warranties obtained by Tenant, and (v) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant’s submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until thirty (i30) Sublandlorddays following Landlord’s receipt of Subtenantthe Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s Certificate interest therein by reason of Occupancy work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, if applicable; (ii3) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements Construction Allowance are not satisfied, or (4) Tenant is in substantial accordance with default under the Approved Lease. At least fifty percent (50%) of the Construction Allowance must be used to pay for hard construction costs in the Premises. This shall include costs of demolition, construction, paint, carpet, HVAC work, cabling and wiring, any work on the Patio Space Plans(including landscaping), and costs of architectural and engineering consultants related to the Work. The remaining fifty percent (50%) of the allowance may be used to pay for the following in the Premises: hard construction costs; soft construction costs; furniture, fixtures, and equipment; and credit against Base Rent, provided that no more than $5.00 per square foot of the Construction Allowance may be used as rent credit. The Construction Allowance must be used (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for i.e. work performed and materials used in completing invoices submitted to Landlord) within twelve (12) months following the Subtenant Improvements; and SublandlordCommencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto (subject to Tenant’s receipt ability to use up to $5.00 per square foot of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsAllowance as rent credit).

Construction Allowance. Subject Subtenant shall be entitled to receive a construction allowance for Subtenant’s build out of the terms Subleased Premises in the amount of Three Hundred Sixty Nine Thousand Five Hundred Seventy Five and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 00/100 Dollars ($55,786.09369,575.00) (the “Construction "Allowance”"). The Allowance shall be used for the "hard" construction costs of labor and materials actually incurred by Subtenant for construction of permanent improvements to prepare the Subleased Premises for Subtenant's initial occupancy ("Subtenant's Work"). Notwithstanding the forgoing to the contrary, Subtenant may utilize up to fifteen percent (15%) toward of the Allowance towards soft costs, including architectural, engineering and filing fees associated with Subtenant’s initial build-out. Upon completion of Subtenant's Work, as evidenced by a certificate from Subtenant's architect to such effect delivered to Sublandlord, Subtenant shall submit to Sublandlord a written request for payment of the Allowance. During the performance of Subtenant’s Work, Subtenant may submit draw requests (each a "Draw Request") at any time (but not more frequently than monthly) for the disbursement of the lesser of (A) 90% of the cost of the Subtenant Improvements to applicable portion of Subtenant’s Work or (B) 90% of the Subleased Premises provided portion of the same are total cost of Subtenant’s Work represented by such portion of Subtenant’s Work. Each Draw Request shall be in writing and shall be accompanied by (Ai) constructed substantially paid invoices for the applicable portion of Subtenant’s Work, (ii) a certificate signed by Subtenant’s architect certifying that such portion of Subtenant’s Work has been satisfactorily completed in accordance with the Approved Space Plansfinal plans therefor approved by Landlord and Sublandlord, and (Biii) completed on lien waivers or before December 31, 2012, except that no releases from all contractors and subcontractors who have performed such portion of Subtenant’s Work with respect to all claims against Landlord and Sublandlord arising out of such portion of Subtenant’s Work. Upon completion of Subtenant's Work, Subtenant shall submit to Sublandlord a written request for payment of (x) the Construction balance of the Allowance or (y) the balance of the amount actually expended by Subtenant for Subtenant's Work, whichever is the lesser, but subject to the limitation on "soft costs" set forth above. Such request shall be applied toward accompanied by (i) all paid invoices for Subtenant’s personal property's Work not yet provided to Sublandlord, (ii) a certificate signed by Subtenant's architect certifying that Subtenant's Work has been satisfactorily completed in accordance with the final plans therefor approved by Landlord and Sublandlord, (iii) copies of all Buildings Department sign-offs and inspection certificates and all other permits required to be issued by public authorities or governmental entities or insurance boards having jurisdiction over Subtenant's Work, and (iv) final lien waivers or releases from all contractors and subcontractors who have performed any of Subtenant's Work (to the extent not previously provided to Sublandlord) with respect to all claims against Landlord and Sublandlord arising out of such Subtenant's Work. Within twenty (20) days after receipt of each Draw Request from Subtenant and supporting documentation, Sublandlord shall pay the amount due pursuant to this Paragraph 13(d). If any Sublandlord fails to disburse to Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to which Subtenant relative to the portion is entitled (and which is not then in dispute), then Subtenant may give Sublandlord notice of Subtenant Improvements not completed by such datefailure which notice shall state in bold that IF SUBLANDLORD SHALL CONTINUE TO FAIL TO MAKE DISBURSEMENTS OF THE ALLOWANCE FOR TEN (10) BUSINESS DAYS AFTER THE DATE OF SUBLANDLORD’S RECEIPT OF NOTICE, THEN SUBTENANT SHALL HAVE THE RIGHT TO DEDUCT OR RECOUP THE SUM OWED FROM, OR OFFSET OR NET THE SUMS OWED AGAINST, THE FIXED RENT AND ADDITIONAL RENT NEXT BECOMING DUE UNDER THE SUBLEASE. If the cost of the Subtenant Improvements exceeds the Construction Allowance, Should such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty failure continue for more than ten (3010) business days following the later to occur of (i) after Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowancesuch notice, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related shall have the right to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on deduct or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord recoup the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsowed from, or offset or net the sums owed against, the Fixed Rent and Additional Rent next becoming due under the Sublease.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance not to exceed $15.00 per rentable square foot in the Premises (the “Initial Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the terms and provisions hereofWork. If the Total Construction Costs exceed the Initial Allowance, Sublandlord Landlord agrees to contribute advance on behalf of Tenant, following Tenant’s written request, an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six $5.00 per rentable square foot in the Premises as an “Additional Allowance”, which Additional Allowance, with interest thereon at eight percent (8%) per annum, shall be repaid by Tenant as Monthly Amortization Rent, pursuant to the provisions of Section 4(a) of the Lease. The Initial Allowance and 09/100 Dollars ($55,786.09) (the Additional Allowance are hereinafter referred to as the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion . No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises to the extent reasonably applicable to the Work, (2) Tenant’s occupancy of the Premises for the conduct of its business, (3) delivery of the architectural “as-built” plan for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below) to the extent reasonably applicable to the Work, and (4) an estoppel certificate as described in Section 25(e) of the Lease confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Complex or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, or claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty (30) days six months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 34.83 per rentable square foot in the Premises (the “Construction Allowance”"CONSTRUCTION ALLOWANCE") to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansWork; provided, and (B) completed on or before December 31however, 2012, except that no portion not more than $3.00 per rentable square foot of the Construction Allowance shall be applied toward Subtenant’s personal propertyto the architectural and engineering design portion of the Total Construction Costs. If any Subtenant Improvements are not completed on or before December 31The Construction Allowance may be increased by up to $5.00 per rentable square foot in the Premises (the "CONSTRUCTION ALLOWANCE INCREASE") at Tenant's written request to Landlord, 2012which Construction Allowance Increase shall be amortized monthly over the remainder of the initial Term at an annual interest rate of ten percent (10%) and such amortized amounts shall be paid monthly over the remainder of the initial Term together with the Monthly Basic Rent. Upon either party's request, then Sublandlord the parties shall have no obligation execute an amendment to pay all or any portion this Lease reflecting such amortized monthly payments required to be paid by Tenant over the remainder of the initial Term. No advance of the Construction Allowance to Subtenant relative shall be made by Landlord until Tenant has first paid to the portion contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment; (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form; and (c) the Architect's certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the temporary certificate of occupancy issued for the Premises; (2) Tenant's occupancy of the Premises; (3) delivery of the architectural "as-built" plan for the Work as constructed (as set forth above) to Landlord's construction representative (set forth below); and (4) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord's Mortgagee may reasonably request (collectively, a "COMPLETED APPLICATION FOR PAYMENT"). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant's submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until thirty (i30) Sublandlord’s days following Landlord's receipt of Subtenant’s Certificate of Occupancy the Completed Application for Payment. Notwithstanding anything to the Premisescontrary contained in this Exhibit, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion Landlord shall not be obligated to make any disbursement of the Subtenant Improvements in substantial accordance with Construction Allowance during the Approved Space Plans; pendency of any of the following: (iiiA) Sublandlord’s receipt Landlord has received written notice of documentary evidence reasonably satisfactory any unpaid claims relating to Sublandlord any portion of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Work or entities providing labor and/or materials in connection with therewith, other than claims which will be paid in full from such disbursement; (B) there is an unbonded lien outstanding against the Subtenant Improvements. In addition Building or the Premises or Tenant's interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises; (C) the conditions to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design advance of the Construction Allowance are not satisfied; or (D) an Event of Default by Tenant Improvementsexists. The Construction Allowance must be used (that is, including the preparation Work must be fully complete and the Construction Allowance disbursed) within six (6) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance essence with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject (a) Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansRelocation Premises, and (B) completed on or before December 31, 2012, except that then no portion advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s personal propertyrequest directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not Confidential Treatment Requested by Xeris Pharmaceuticals Inc. Pursuant to 17 C.F.R. Section 200.83 more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment and sworn statements of Tenant and contractor, (ii) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iii) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, (iv) with respect to the disbursement of the last 10% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (3) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord shall promptly notify Tenant of the same and Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Tenant Work or materials in connection therewith covered by previously funded applications for payment, (2) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Relocation Premises, (3) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty are not satisfied, or (304) days following Tenant is in Default under the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsLease.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute Tenant an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) Tenant Improvement Allowance to be applied toward the cost Total Construction Costs. No advance of the Subtenant Improvements Allowance shall be made by Landlord until Xxxxxx has first paid to the Subleased Premises Tenant Contractors from its own funds (and provided reasonable evidence thereof to Landlord) the same are excess of the projected Total Construction Costs over the amount of the Tenant Improvement Allowance, plus the amount of the draw then being requested by Xxxxxx. Thereafter, Landlord shall pay to Tenant the Tenant Improvement Allowance in multiple disbursements (Abut not more than once in any calendar month) constructed substantially following the receipt by Landlord of the following items: (a) a request for payment with sworn statements of Tenant and the Tenant Contractors, (b) final or partial lien waivers, as the case may be, reasonably acceptable to Landlord from all Tenant Contractors for the Tenant Work, fully executed, acknowledged and in accordance recordable form, (c) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to the Approved Space Planslast application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the Retainage, (w) “as built” drawings in both paper and AutoCad format; (x) the permanent certificate of occupancy issued for the Premises, (y) Xxxxxx’s occupancy of the Premises, and (Bz) completed on an estoppel certificate confirming such factual matters as Landlord or before December 31Mortgage Holder may reasonably request (collectively, 2012, except that no portion a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment less a ten percent (10%) retainage (“Retainage”) to Tenant within forty-five (45) days following Tenant’s submission of the Construction Allowance Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Xxxxxxxx’s payment of such request shall be applied toward Subtenantdeferred until forty-five (45) days following Landlord’s personal propertyreceipt of the Completed Application for Payment. If Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Tenant Improvement Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowancehave been supplied or specifically fabricated, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy or for Tenant or the Premises, if applicable; (ii3) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements in substantial accordance with the Approved Space Plans; Tenant Improvement Allowance are not satisfied, or (iii4) Sublandlord’s receipt an Event of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for Default exists. The Tenant Improvement Allowance must be used (i.e. work performed and materials used in completing invoices submitted to Landlord) within six (6) months following the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Commencement Date or entities providing labor and/or materials in connection shall be deemed forfeited with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance no further obligation by Landlord with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 2,825,800 (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. Up to $6.00 per rentable square foot in the Premises of the Subtenant Improvements Construction Allowance may be used for (a) design fees for architect/interior designer and consultants, (b) project/construction management fees, (c) data/telephone cabling, (d) security equipment and cabling, (e) construction of improvements, (f) required permits and fees related to the Subleased Premises provided improvements, (g) acquisition costs of furniture (including modular furniture, cubicles and/or built-in furniture), (h) signage and graphics permanently installed in the same are (A) constructed substantially in accordance with lease space or on the Approved Space PlansBuilding, and (Bi) completed on or before December 31auxiliary equipment required for the operation of the Tenant’s business, 2012such as dumpsters, except that no portion generators, and additional HVAC. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (1) a request for payment, (2) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (3) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (A) the permanent certificate of occupancy issued for the Premises, (B) Tenant’s occupancy of the Premises, (C) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (D) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (i) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (ii) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (iii) the conditions to the advance of the Construction Allowance to Subtenant relative to are not satisfied, or (iv) an Event of Default by Tenant exists. After the portion final completion of Subtenant Improvements not completed the Work and a reconciliation by such date. If Landlord of the Construction Allowance and the Total Construction Costs, Tenant may use any excess Construction Allowance towards the cost of Tenant’s out-of-pocket moving expenses related costs, and if any excess Construction Allowance remains after the Subtenant Improvements exceeds the Construction Allowancepayment of such moving expenses, such excess amount shall be borne solely by Subtenant. Sublandlord then Landlord shall pay to Tenant any remaining excess Construction Allowance (up to a maximum of $4.00 per rentable square foot in the Premises). The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance to Subtenant disbursed) within thirty (30) days six months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the PremisesCommencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion time being of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 687,345.00 (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If the Total Construction Costs, as adjusted for any Subtenant Improvements changes to the Work, provided however, if following Substantial Completion of the Work, Total Construction Costs are not completed on or before December 31less than the Construction Allowance, 2012, then Sublandlord shall have no obligation Tenant may use up to pay all or $229,115.00 of any portion remaining balance of the Construction Allowance to Subtenant relative to the portion reimburse Tenant for Tenant’s costs of Subtenant Improvements not completed by furniture, fixtures and equipment and data and communications cabling upon Tenant furnishing Landlord with satisfactory evidence of such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlordcosts and Tenant’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvementspayment thereof. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft Landlord will also reimburse to Tenant an amount not to exceed $2,291.15 for the costs of a “test fit” of the Premises upon Tenant furnishing Landlord with satisfactory evidence of such costs and expenses related Tenant’s payment thereof (the “Test Fit Payment”). No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the design contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant Improvementsthe Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the preparation last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the Approved Space Planlast 20% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, and (3) delivery of the architectural “as-built” plan for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below) (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the event Subtenant does applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not construct be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Complex, the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, or claimed to have been supplied or specifically fabricated, to or for Tenant Improvements in substantial accordance or the Premises, (C) the conditions to the advance of the Construction Allowance are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) and the Test Fit Payment disbursed within six months following the Commencement Date or shall be deemed forfeited with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsno further obligation by Landlord with respect thereto.