Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide the Improvement Allowance to Tenant an improvement allowance (in accordance with this Exhibit. “Improvement Allowance”) in ” means an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars (the product of $2,074,050.00), based on $55.00 per 45.00 multiplied by the total rentable square foot footage of space in the Premises, for the contribution toward the cost of demolition and/or construction which product equals $399,915.00. The Improvement Allowance shall be applied solely towards payment of the Improvement Costs, but specifically excluding costs for Tenant’s improvements Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including structure of the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Building. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion if, after payment in full of the Leasehold Improvements and no outstanding Event of Default, there are unused Improvement Allowance dollars, then by written notice to Landlord received no later than the 6-month anniversary of the Commencement Date, Tenant may apply up to Ten $37,325.40 of the Improvement Allowance towards the actual and no/100 Dollars ($10.00) per rentable square footreasonable, towards Tenant’s data/telecom out-of-pocket, documented costs incurred by Tenant for moving to the Premises and voice and data cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Reimbursable Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical Subject to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) abovepreceding sentence, Landlord shall pay reimburse Tenant up to Tenant all amounts shown the total Reimbursable Costs within 30 days after Landlord’s receipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, evidence of payment in full by Tenant, and unconditional lien waivers (i) aboveon Landlord’s form therefor). Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion Any portion of the Improvements shall be Reimbursable Costs for which Tenant has not submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices an invoice for reimbursement on or before the expiration 6-month anniversary of such two hundred the Commencement Date shall be deemed waived by Tenant and ten (210) day period, will not be paid to Tenant or credited against Rent. Tenant shall forfeit xxxx and tag all cabling installed by it or on its right behalf by no later than Substantial Completion, and notwithstanding anything to the contrary in this Lease, shall surrender such cabling with the Premises by no later than the Surrender Date. “Improvement Costs” means the sum of: (i) the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee (as defined in Section 10(b) below). “Planning Costs” means all actual, reasonable, documented, third-party costs incurred by Tenant and directly related to the design of the Leasehold Improvements including, without limitation, the professional fees of any engineers, consultants, architects, and/or space planners and other professionals preparing and/or reviewing the CD’s. If, as of the 6-month anniversary of the Commencement Date, any portion of the Improvement Allowance not requested prior to remains unused, the expiration of Improvement Allowance shall be deemed reduced by such 210 day period. Tenant unused amount, and Landlord shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) retain such undisbursed portion of the “hard costs” of Improvement Allowance which shall be deemed waived by Tenant and shall not be paid to Tenant, credited against Rent, or applied to Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningmoving costs or prior lease obligations.

Improvement Allowance. In addition As an inducement to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowlease, Landlord shall provide to Tenant with an improvement allowance (“"Improvement Allowance”) " for Tenant's Work in an the amount equal to Two Million Seventy Four Thousand of Fifty-One and Fifty and no/100 25/100 Dollars ($2,074,050.00), based on $55.00 51.25) per rentable square foot of space in the Premises, Premises for the contribution toward a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s 's Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the . The Improvement Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated paid directly to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction (a) Landlord has received a detailed breakdown of items the cost of Tenant's Work, (ib) through (iii) above, Landlord shall pay to Tenant all amounts shown a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided accordance with local and state codes and that the requirements of subsections Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (ic) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with Xxxxxx's Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the completion Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Improvements Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be submitted by Tenant allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Dateby Xxxxxx. In the event Tenant fails to submit invoices for reimbursement on or before is in default under the expiration of such two hundred Lease beyond any applicable grace period and ten (210) day periodLandlord thereafter terminates this Lease, Tenant shall forfeit its right to any the unamortized portion of the Improvement Allowance not requested prior shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) end of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planninginitial Lease term.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to hereby grants Tenant an improvement allowance (the “Improvement Allowance”) in an the amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars (of $2,074,050.00), based on $55.00 16.30 per rentable square foot of space in the Expansion Premises, for use by Tenant in connection with the contribution toward the cost of demolition and/or construction of improvements in the TenantExpansion Premises. The Improvement Allowance shall be payable in monthly progress payments as costs are incurred and within forty five (45) days of invoice therefor and shall be subject to Landlord’s improvements commercially reasonable disbursement requirements (which may include a specified date on which monthly draw requests are due). Except for the Improvement Allowance (as the same may be increased as provided in Section 7.2, below) or as otherwise set forth in this Amendment, Landlord shall not be obligated to provide or pay for any improvement work or services related to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning servicesinitial improvement of the Expansion Premises, and municipal plan review and permit fees (collectively Tenant shall accept the Expansion Premises in its presently existing, “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. as-is” condition. Notwithstanding the foregoing, Tenant Landlord shall have deliver the right to apply any unused portion Expansion Premises (a) broom clean, (b) in the same condition existing as of the Allowance up to Ten date hereof, (c) with any furniture, equipment and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipmentother personal property removed therefrom, and security system (“Moving Costs”d) with all existing building systems serving the Expansion Premises in good working condition including, without limitation, HVAC, plumbing, fire sprinklers, roof membrane and electrical systems. Landlord shall also cause the exterior of the Expansion Premises and the surrounding area (including access thereto) to comply with applicable laws and building codes (including, without limitation, the Americans with Disabilities Act). During , to the extent required to allow the legal occupancy of the Expansion Premises after the construction of the Expansion Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant with an improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (“Allowance”including the costs of Landlord’s Work and architectural and engineering fees) in an amount equal not to Two Million Seventy Four Thousand and Fifty and no/100 Dollars exceed $67,025.00 ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s WorkImprovement Allowance”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (collectively the “ImprovementsBase Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the right extent required to use be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding Landlord may from time to time require Tenant to pay such excess to Landlord before performing the foregoingremaining Landlord’s Work. Except as set forth below, Tenant shall have the no right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipmentto, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right no obligation to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors listfund, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the any Improvement Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord not properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted requisitioned by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before December 31, 2014. Notwithstanding the expiration foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such two hundred and ten (210amount(s) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Allowance, a fee equal to one percent (1%) of the “hard costs” of Additional Premises or toward Tenant’s Work for Landlord’s supervision monthly installments of Xxxxxx’s construction of the Premises to ensure code complianceAnnual Fixed Rent beginning on January 1, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.2015,

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant with an improvement allowance for the costs (the “AllowanceAllowance Costs”) of preparing the Premises for Tenant's initial occupancy (including the costs of Landlord’s Initial Construction) in an amount equal not to Two Million Seventy Four Thousand exceed the “Improvement Allowance,” as such term is defined in Section 1.1 of this Lease. Allowance Costs may include (i) up to $513,250 for architectural, engineering and Fifty other so-called “soft costs” and no/100 Dollars (ii) not to exceed $2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, 150,000 for the contribution toward costs to cause the demolition of the Premises prior to the performance of Landlord’s Initial Construction. If requested by Tenant for any particular item(s) of Landlord’s Initial Construction in excess of $100,000, Landlord shall solicit bids from its general contractor who will solicit at least three (3) bids for each such item and shall promptly supply Tenant with such detailed information about bid requests and negotiations with contractors as Tenant may reasonably request, provided that any delays resulting from Tenant’s failure to act within two (2) business days upon the information supplied to it by Landlord shall constitute a Tenant Delay. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Any HVAC control work shall be performed by AHA Consulting Engineers. Landlord shall notify Tenant of the total fixed-price construction cost of demolition and/or construction of Landlord’s Initial Construction shown on such Construction Documents (the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “ImprovementsBase Price”), including xxxx-ups as determined hereunder. The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) actually required to implement Landlord’s Initial EAST\66392481.7 B-7 Construction and other variable costs to the right extent required to use be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). A pro-rata share of the cost of the multi-tenant corridor, if applicable, which shall be constructed by Landlord, shall be added to the Base Price. All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Initial Construction (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Landlord may from time to time require Tenant shall have the right to apply any unused portion of the Allowance up pay such excess to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with before performing Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by LandlordInitial Construction. Tenant shall be obligated permitted to utilize BCER Engineers for Tenant’s mechanicalincrease the Improvement Allowance (such increase being a “TI Allowance Increase”) to pay amounts otherwise due to Landlord under Section 7 below, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable subject to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction each of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.conditions:

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide be responsible for bearing --------------------- all costs and expenses of completing the Landlord's Work up to Tenant an improvement allowance a maximum of [***] (“the "Allowance”) "). All costs and expenses in an amount equal to Two Million Seventy Four Thousand excess of such Allowance ----- shall be at Tenant's sole expense and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space shall be paid in the Premises, for the contribution toward accordance with this Section 5. If Landlord at any time determines that the cost of demolition and/or construction of the Tenant’s improvements Landlord's Work is likely to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to exceed the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar formsuch excess, the "Excess Amount"), in Tenant shall elect either, or a form reasonably acceptable to Landlordcombination, certifying that the construction of the applicable part of following two options with respect to the Improvements in entire Excess Amount: (a) the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted payment by Tenant to Landlord as provided hereinof the Excess Amount concurrently with the performance of Landlord's Work in accordance with the terms of this Section 5, but in no case later than two hundred and ten or (210b) days following the Commencement Dateelection by Tenant to increase the Basic Monthly Rent under this Lease by an amount sufficient to fully amortize the Excess Amount over the Initial Term plus interest at 10 percent per annum. In To the event extent to which Tenant fails elects to submit invoices for reimbursement on or before pay the expiration Excess Amount concurrently with the performance of such two hundred and ten Landlord's Work (210pursuant to clause (a) day periodabove), Tenant shall forfeit its right advance fifty percent (50%) of such amount to any portion of the Allowance not requested Landlord prior to (and as a condition to) Landlord's commencing or completing the expiration of Landlord's Work and any failure by Tenant to pay such 210 day periodfunds to Landlord within five (5) business days shall constitute a default under this Lease. Tenant shall pay the balance of such amount within ten (10) calendar days following its receipt of invoices therefor and Tenant's failure to do so shall constitute a default under this Lease. To the extent to which Tenant elects to amortize the Excess Amount through an increase to Basic Monthly Rent (pursuant to clause (b) above), Landlord and Tenant shall, prior to (and as a condition to) Landlord's commencing or completing the Landlord's Work, enter into an Amendment to this Lease setting forth such increased Basic Monthly Rent. Tenant's failure to execute and return such Amendment within 5 days after receipt shall constitute a default under this Lease. The Allowance shall include without limitation any and all costs of construction, city permits, space planning, engineering, blueprints, reimbursables, and Landlord's actual cost of administration and supervision of Landlord's Work and overhead attributable to Landlord's work up to a maximum amount of $0.25 per Rentable Square Foot. Landlord's Work shall use, whenever possible, the construction materials which amount may currently exist at the Building and the fair market value of such materials shall be deducted by Landlord from the Allowance, a fee equal to one percent (1%) . Landlord and Tenant acknowledge that the cost of the “hard costs” of Tenant’s Work window coverings for Landlord’s supervision of Xxxxxx’s construction of the Premises (estimated to ensure code compliancetotal less than $20,000) shall be allocated 25 percent to each of Landlord, structural integrity of Tenant (and therefore paid through the ImprovementsAllowance), Landlord's broker (Xxxx Xxxxxxx), and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents 's broker ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningXxxxxx Xxxxxx Group).

Improvement Allowance. In addition The Lessor is contributing to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant Lessee an improvement allowance (the “Initial Improvement Allowance”) in an amount equal of $70.000. Lessor must spend the Initial Improvement Allowance on costs related to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the TenantImprovements (as defined in Article 40 of the Lease). As part of the Improvements, Lessor shall provide new carpet for the office area and rear section of the Leased Premises as noted on the attached plan. In addition, the Lessor will paint the walls in the Leased Premises, and provide selective demolition (to be mutually agreed upon). The Lessor will add wall between the R&D lab space and the administrative cubicle area, as noted on the attached plan. The Initial Improvement Allowance will be used to fund Lessor’s improvements activities related to the Improvements under this Exhibit X. Xxxxxx shall not charge Lessee any administration and supervision fee in connection with Xxxxxx’s work on the Improvements. The Leased Premises will be available on or about March 1, 2020 for work to commence work on the Improvements and Lessee to inspect the Building and the Leased Premises. Promptly following mutual execution of the Lease but prior to Lessor commencing any work under this Exhibit D, Lessor shall submit to Lessee, for its consent, a detailed construction plan, specifying materials to be used, renderings and schematics for the initial Improvements described above (the “Tenant’s WorkInitial Improvement Plan”). Following Xxxxxx’s consent to the Initial Improvement Plan, as well as design Lessor shall exercise all reasonable efforts to have their general contractor bid and engineering feessubstantially complete the work for the Initial Improvements by April 1, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant 2020. Lessee shall have the right to apply any unused portion of inspect the Allowance up to Ten Initial Improvements as they are being made. Lessor shall proceed with and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During complete the construction of the ImprovementsImprovements described above. As soon as such improvements have been Substantially Completed, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and Lessor shall notify Lessee in a manner that will not unreasonably interfere with Landlord’s general operation writing of the Buildingdate that the Improvements were Substantially Completed. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant The Improvements shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including deemed substantially completed (“Substantially Completed”) when only punch list items remain which do not prevent in any material way the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part use of the Improvements in for the Premises has been completedpurposes for which they were intended. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw requestIf the Initial Improvement Allowance exceeds $70,000, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord Xxxxxx will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, reimburse Lessor within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.the Improvements being substantially completed. 3706364.3/MTBA-JRP

Improvement Allowance. In addition to (a) Provided no monetary default, or non-monetary Event of Default beyond any applicable notice and cure periods, has occurred and is continuing under the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowLease, Landlord shall provide to grant Tenant an improvement allowance (“Improvement Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per 45.00 multiplied by the number of square feet of rentable square foot of space area in the Premises, for to be applied toward the contribution Leasehold Costs. Tenant shall have access to the Improvement Allowance on the Effective Date, subject to the disbursement requirements set forth herein. At least seventy-five percent (75%) of the Improvement Allowance shall be applied within the entire Premises toward “hard costs” (i.e., the cost of demolition and/or demolition, construction and installation of the Tenant’s improvements Leasehold Work and acquisition of the materials for the Leasehold Work). In addition, Tenant may apply up to twenty-five percent (25%) of the Premises Improvement Allowance toward the costs of (“Tenant’s Work”)i) audio-visual systems, as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e.security systems, furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system moving expenses (“Moving Limited Soft Costs”) and (ii) architectural design fees, engineering services, permitting costs, cabling, data and telephone installation and related construction management fees (the items described in clauses (i) and (ii), collectively “Soft Costs”). During ; provided, however, in no event may Tenant apply more than an amount equal to $5.00 multiplied by the construction number of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to square feet of rentable area in the Premises and access to toward the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the BuildingLimited Soft Costs. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable No part of the Improvements in the Premises has been completedImprovement Allowance may be applied towards signage costs or rental abatement or credits. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any Any portion of the Improvement Allowance not requested prior that remains unreserved and unapplied by December 31, 2019 shall be deemed waived and forfeited. For purposes of this Section 6(a), Improvement Allowance funds shall be deemed reserved only to the expiration of extent that the Leasehold Work for which the Improvement Allowance funds will be applied has been completed and a disbursement requisition for such 210 day period. Tenant shall pay funds has been submitted to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.

Improvement Allowance. In addition to Tenant shall bear all of its costs of constructing the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowInitial Improvements, except that Landlord shall provide to Tenant an improvement a construction allowance (the “Improvement Allowance”) to be applied to such costs in an the amount equal to of Ten Million Three Hundred Seventy-four Thousand Two Million Seventy Four Thousand Hundred and Fifty and no/100 00/100 Dollars ($2,074,050.00), based on 10,374,200.00) (being $55.00 100 per rentable square foot of space in time the Premises, for the contribution toward the cost of demolition and/or construction rentable square footage of the Tenant’s improvements to floor area of the Premises (“Tenant’s Work”set forth in Paragraph 1.4 of the Lease). The costs of such construction shall include, as well as design and engineering feeswithout limitation, architectural and engineering, space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal architectural fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, costs incurred by Tenant shall have the right to apply any unused portion for preparation of the Allowance up proposed Final Plans and all working drawings and processing of applications for all governmental authorizations, approvals, licenses and permits; costs of obtaining building permits; fees of engineers, space planners, architects, attorneys and others providing professional or extra services to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During Tenant in connection with the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to Initial Improvements or the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation supervision of the Building. construction; costs of Tenant shall have the right to select its own architect. identification signage; all hard construction costs incurred by Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part Initial Improvements according to the Final Plans and all approved changes thereto, including, but not limited to, all labor and supervision costs, costs of the Improvements all materials and supplies used in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice such construction, contract price for all construction work undertaken by general contractors and cure period at any draw requestsubcontractors, then within thirty and fees, taxes or other charges levied by governmental or quasi-governmental agencies (30including, public utilities) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion issuance of all approvals, licenses and permits obtained by Tenant necessary to undertake construction of the Improvements Initial Improvements; and Tenant’s general contractor’s overhead and profit. There shall be submitted no construction management fee charged by Tenant Landlord in its review of the proposed Final Plans or in connection with the construction of the Initial Improvements. If performance or payment bonds are required by Landlord or Tenant, the party requiring such bonds shall be responsible for paying for the cost of same. If, after completing the Initial Improvements in accordance with the Final Plans, the entire Improvement Allowance has not been applied by Landlord to the costs of completing such Initial Improvements, then such unapplied and undisbursed portion of the Improvement Allowance shall remain the property of Landlord as provided herein, but in no case later than two hundred (and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right not be entitled to receive any portion of the Allowance not requested prior to the expiration of such 210 day period. same) and Tenant shall pay not be entitled to Landlord, which amount may be deducted by Landlord from any further reduction or offset in the Allowance, a fee equal to one percent (1%) payment of monthly Base Rent or any Additional Rent under the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningLease.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance with the Space Planning Allowance and the Tenant Improvement Allowance (collectively, the “Improvement Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or constructing Tenant’s Expansion Construction and architectural, engineering and design fees with respect thereto in amounts not to exceed the Tenant Improvement Allowance and Space Planning Allowance, as such terms are defined in Section 2 of this Amendment. All construction costs for the Premises in excess of the Tenant’s improvements to Tenant Improvement Allowance and all design costs for the Premises (“in excess of the Space Planning Allowance shall be paid for entirely by Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees Landlord shall not provide any reimbursement therefor. The Improvement Allowance shall be disbursed as requisitioned by Tenant but in no more than two (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture2) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoingdisbursements per month. For each disbursement, Tenant shall have submit a requisition package to Landlord prior to the right to apply any unused portion first day of the month, with an itemization of the costs being requisitioned, a certificate by an officer of Tenant that all such costs are Allowance Costs and have been incurred and paid for by Tenant, and appropriate back-up to Ten and no/100 Dollars ($10.00) per rentable square footdocumentation including, towards without limitation, lien releases from Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system Contractor (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors listform, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord), so long as paid invoices and bills. The final requisition package shall further include an executed estoppel letter under the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%Lease, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all certificate of Tenant’s contractors Architect that Tenant’s Expansion Construction has been completed in accordance with the Tenant’s Plans and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed any Change Orders approved by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that lien releases from each Tenant is not in default beyond any applicable notice Contractor and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowancemajor subcontractors, a fee equal to one percent (1%) set of the “hard costsas-built” plans of Tenant’s Work for LandlordExpansion Construction certified by Tenant’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the ImprovementsArchitect or Contractor, and coordination an original certificate of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningoccupancy.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide make available to Tenant an a tenant improvement allowance of up to $88,015 (the “Allowance”). Tenant may use all or any portion of such amount for Improvements (as hereinafter defined) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars at either the Building or the Other Building. As used herein, “Improvements” mean ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or i) construction of improvements at the TenantBuilding (or, if applicable, the Other Building) desired by and to be performed by Tenant (subject to Landlord’s supervision) and which improvements shall be of a fixed and permanent nature, and/or (ii) cosmetic improvements at the Building (or, if applicable, the Other Building) such as carpeting and painting. Tenant acknowledges and agrees that (i) Landlord’s prior written consent shall be required with respect to the Premises (“Tenant’s Work”), as well as design Improvements and engineering fees, architectural and space planning servicesthat it shall be reasonable for Landlord to withhold its consent to any improvements which Landlord considers not to be substantially reusable after the expiration of the Term of the Lease, and municipal plan review (ii) upon the expiration of the Term of the Lease, the Improvements shall become the property of Landlord and permit fees (collectively “Improvements”), including the right to use may not be removed by Tenant. Except for the Allowance, Tenant shall be solely responsible for project management fees, but expressly excluding legal fees all of the costs of the Improvements. The Improvements shall be treated as Alterations and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding shall be undertaken pursuant to Section 12 of the foregoing, Tenant Lease. Landlord shall have the right to apply any unused portion review and approve all contracts entered into by Tenant in connection with the Improvements including, without limitation, the provisions in such contracts dealing with insurance, indemnity and lien waivers. Landlord shall not unreasonably delay its review and approval of such contracts. Landlord shall fund the Allowance upon completion of the Allowance up Improvements and upon presentation to Ten Landlord of a draw request containing unconditional lien waivers and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind such other documents as are customary required by Landlord or nature, fixtures, equipment, and security system (“Moving Costs”)its affiliates for construction projects. During the construction Promptly following completion of the Improvements, Landlord will make available (at no cost Improvements and prior to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved funding by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right provide to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw requestLandlord: (i) Tenant delivers a schedule sworn statements setting forth the names of values all contractors and shows in reasonable detail subcontractors who did the completion of work on the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to LandlordImprovements; and (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application “as built” plans for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completedImprovements. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any Any portion of the Allowance not requested prior to the expiration of such 210 day period. used by Tenant shall pay to Landlordby December 31, which amount may be deducted by Landlord from the Allowance2009, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningforfeited.

Improvement Allowance. In addition 5.3.1 All Tenant Improvements to the obligation Leased Premises shall be done in strict accordance with the terms and provisions of Section 7.2 of the Lease; provided, however, that the supervision fee of ten percent (l0%) referenced therein is hereby revised to be five percent (5%) of the total amount invoiced by Tenant’s general contractor for performance of the Tenant Improvements. Such general contractor shall be selected by Tenant from a list of general contractors supplied by Landlord (or, if Tenant’s proposed general contractor is not listed as a pre-approved general contractor, such general contractor shall be subject to perform “Landlord’s Work” prior written approval, which shall not be unreasonably withheld, conditioned or delayed), and Tenant shall deliver to Landlord notice of its selection of the contractor upon such selection. All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the contractor to be known collectively as “Tenant’s Agents”) must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed; provided that, in Section 22.02 belowany event, Tenant must contract with Landlord’s base building subcontractors for any mechanical, electrical, plumbing, life safety, structural, heating, ventilation, and air-conditioning work in the Leased Premises. If requested by Landlord, Tenant’s Agents shall all be union labor in compliance with the master labor agreements existing between trade unions and the local chapter of the Associated General Contractors of America. Subject to the terms and provisions hereof, Landlord shall provide agrees to Tenant contribute an improvement allowance amount not to exceed Four Hundred Sixty-Two Thousand Two Hundred Dollars (“Allowance”$462,200.00) in (representing an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 20.00 per rentable square foot of space in the entire Leased Premises, for the contribution ) toward the cost of demolition and/or construction of hard and soft costs associated with such Tenant Improvements (the Tenant’s improvements to the Premises (“Tenant’s WorkImprovement Allowance”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowThe Tenant Improvement Costs shall include, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw requestwithout limitation: (i) Tenant delivers a schedule all costs, including professional fees of values architects, space planners, and shows in reasonable detail other professionals, for the completion review and preparation of the portion of Improvements is proportionate to preliminary plans and specifications, the amount of preliminary construction drawings, the Allowance draw request in a form reasonably satisfactory to LandlordApproved Construction Drawings, and any change order thereto requested by Tenant; (ii) Tenant delivers the cost of all contractor's and subcontractor's fees and all labor and materials supplied to Landlord properly executed conditional mechanics’ lien waivers from all construct, install and complete the Leasehold Improvements, and the cost of any Tenant’s contractors and subcontractors in compliance with all applicable laws-requested changes made to the Leasehold Improvements; and (iii) Tenant delivers all costs related to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable obtaining approvals and permits related to Landlord, certifying that the construction of the applicable part of the Improvements Leasehold Improvements. The following shall not be included in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period Improvement Costs but shall be paid by Landlord or provided by Landlord at any draw request, then within thirty (30) days after satisfaction of items no charge to Tenant: (i) through the cost of the Shell Improvements; (ii) Landlord's supervision or overhead expenses; (iii) above, utility usage incurred by Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion construction or installation of the Improvements shall be submitted by Tenant Leasehold Improvements; and (iv) the use of Building elevators or hoists and access to Landlord as provided hereinloading docks, but in no case later than two hundred and ten (210) days following during the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on construction or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion installation of the Allowance Leasehold Improvements or Tenant's initial move into the Premises, it being acknowledged, however, that this sentence shall not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by prevent Landlord from the Allowance, a fee equal imposing reasonable restrictions with respect to one percent (1%) such use of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code complianceelevators, structural integrity of the Improvements, hoists and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount loading docks nor shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from it relieve Tenant of an invoice from Xxxxxx’s architect liability for any damage to such space planningelevators, hoists or loading docks arising in connection with Tenant's move into the Premises.

Improvement Allowance. In addition to Provided Tenant is not in default of the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowLease, Landlord shall agrees to provide to Tenant an improvement allowance (“the "Improvement Allowance”") in an amount equal up to Two Million Seventy Four Six Hundred Fifty-Five Thousand Seven Hundred Sixty-Nine and Fifty and no/100 84/100 Dollars ($2,074,050.00), based on 655,796.84) (or Eight and 66/100 Dollars ($55.00 8.66) per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements ) to be applied solely to the Premises (“Tenant’s Work”)Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards when such costs are actually incurred by Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors listAvailable Allowance, or as otherwise approved by Landlord. Tenant which requests shall be obligated to utilize BCER Engineers accompanied by (a) paid receipts or invoices substantiating the costs for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements which payment is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlordrequested; (iib) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any an approved draw request, then prepared as set forth above, Landlord shall pay the costs covered by such payment request within thirty (30) days after following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of ninety percent (90%) of the Improvement Allowance until satisfaction of items the following conditions: (iA) through (iii) above, receipt by Landlord shall pay to Tenant of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in work performed by the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement subcontractors and all materials used in connection with the completion construction of the Improvements shall be submitted by Tenant Improvements; and (B) Tenant's delivery to Landlord of all receipts, invoices or other documentation necessary to substantiate all costs payable by Landlord hereunder. If Tenant does not expend all of the Improvement Allowance for Construction Costs as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement permitted hereunder on or before the expiration date which is twelve (12) months after the Commencement Date, any unused portion of such two hundred and ten (210) day periodthe Improvement Allowance not so used shall be retained by Landlord. Notwithstanding the foregoing, Tenant shall forfeit its right may elect to use all or any portion of the unused Improvement Allowance not requested to defray Annual Base Rent payable by Tenant pursuant to the Lease, provided that Tenant gives written notice to Landlord of Tenant's election to utilize such credit at least sixty (60) days prior to the expiration due date of any installment of Annual Base Rent for which Tenant elects to use such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningcredit.

Improvement Allowance. In addition Landlord agrees to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant (i) an improvement allowance (“Allowance”) with respect to the preparation of the Plans, in an the amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars (of $2,074,050.00)8,853.40, based calculated on the basis of $55.00 .10 per rentable square foot of space in (the Premises, for “Design Allowance”) and (ii) an allowance with respect to the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and Improvements in accordance with Exhibit D. Notwithstanding the foregoingConstruction Price, Tenant shall have in the right to apply any unused portion amount of $2,213,350.00 (exclusive of Landlord’s Improvements in accordance with Section 17.1.1) calculated on the Allowance up to Ten and no/100 Dollars (basis of $10.00) 25.00 per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system foot (the “Moving CostsTenant Improvement Allowance”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown the full amount of the Design Allowance upon the Effective Date. To the extent that the cost of the preparation of the Plans shall exceed the Design Allowance or the Construction Price shall exceed the Tenant Improvement Allowance, Tenant shall be liable for the difference. To the extent the Construction Price shall be less than the Tenant Improvement Allowance, Tenant shall be entitled to a credit against Base Rent in the amount of such savings. Landlord shall not charge Tenant fees for construction coordination or supervision, or for review or approval of Plans or Change Orders, or for the cost of utility services, air conditioning or other services provided during installation of furnishings, fixtures or equipment. The Construction Price shall be paid as follows: (i) above. Tenant may also request reimbursement of Moving Costs in Landlord shall disburse the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion full amount of the Improvements Tenant Improvement Allowance and (ii) if the Construction Price shall be submitted by exceed the Tenant to Landlord as provided hereinImprovement Allowance, but in no case later than two hundred and ten (210) days then, following the Commencement Date. In disbursement of the event full amount of the Tenant fails Improvement Allowance, Tenant shall pay all remaining Tenant’s Improvements costs, not to submit invoices for reimbursement exceed the Construction Price, on or before the expiration of such two hundred and ten fifteenth (21015th) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Business Day after Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice therefor from XxxxxxLandlord or Landlord’s architect for such space planningContractor, but no more frequently than once monthly; provided, however, the Retainage shall be disbursed by Tenant to the Landlord’s Contractor only upon (A) the Substantial Completion of the Tenant’s Improvements, subject to a further retainage of 150% of the reasonably estimated cost of the Punch List items until the final completion of same; (B) the submittal of the final release of lien from the Landlord’s Contractor; (C) the submittal of the final contractor’s affidavit as contemplated by Chapter 713, Florida Statutes, indicating that all subcontractors have been paid in full, and (D) a written certification from Tenant’s Architect that the Tenant’s Improvements have been substantially completed to Tenant’s reasonable satisfaction.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to grants Tenant an improvement allowance Improvement Allowance with the terms and guidelines as stipulated in Allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”A) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion Allowance (B) below: Allowance (A): Immediately upon execution of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowancethis Fifth Amendment, Landlord will provide Tenant twelve cents ($.12) per rentable square foot an Allowance for a space planning allowanceImprovements to the Demised Premises and/or building, which amount shall must first be approved by the Landlord, not to unreasonably withheld. To qualify for reimbursement from the Landlord, the Improvements (herein after referred to as the “Qualified Improvements”) must enhance and/or add value to the Building and/or the Property and will be retained as the property of the Landlord once the Tenant vacates the Premises, and Landlord has the right to approve the proposed improvements, not to be unreasonably withheld. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on all Qualified Improvements, with a cap on the Landlord’s expenditures of $321,429. Tenant will bear the financial responsibility for $0.333 out of each $1.00 of each Qualified Improvements and for any other expenditures that are not deemed to be Qualified Improvements or exceed the Landlord’s cap. To qualify for reimbursement from the Landlord, all such expenditures must be made between the time this Fifth Amendment is executed and the end of the amended term which expires on 12/31/2021. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the work to be completed and, if applicable, the associated release of liens from the contractor. Allowance (B): Upon the execution of this Fifth Amendment, all previous financial commitments for HVAC Replacement costs will be considered null and void and the following language will apply instead. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on the replacement of HVAC units, with a cap on the Landlord’s expenditures of $107,143. For clarification, the Improvement Allowance (A) above may also be used by directly Tenant towards HVAC Replacement costs. Tenant will bear the financial responsibility for $0.333 out of each $1.00 expended on the cost of each HVAC replacement and for any other such expenditures that exceed the Landlord’s cap. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the work to Xxxxxx’s space planner, within thirty (30) days be completed and the associated release of receipt lien from Tenant of an invoice from Xxxxxx’s architect for such space planningthe contractor.

Improvement Allowance. In addition Landlord agrees to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“the "Improvement Allowance”") in an the amount equal to Two Million Seventy Four of Six Hundred Eighteen Thousand and Fifty and no/100 Three Hundred Twenty-One Dollars ($2,074,050.00), based on 618,321.00) (or Sixteen and 50/100 Dollars ($55.00 16.50) per rentable square foot of space in the Premises), to be applied solely to the Construction Costs and the reasonably documented costs of Landlord's construction manager not to exceed $1,200 (being $60/hour for the contribution toward a 20 hour period). In addition, Landlord agrees to fund 1/2 the cost of demolition and/or construction of (i) the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning servicesdemising wall, and municipal plan review (ii) the shipping door in the loading dock area and permit fees (collectively “Improvements”)other loading dock improvements as shown on Tenant's Plans, including the right Landlord's portion of such costs not to use the Allowanceexceed $10,000, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and to be built by Tenant in accordance with Exhibit D. the Tenant's Plan. Subject to the provisions of Section C.3, below, the Construction Costs shall be paid by Landlord to the extent of, and shall be deducted by Landlord from, the Available Allowance, as invoices therefor are rendered to Landlord as and when Construction Costs are actually incurred by Tenant; provided, however, that Landlord shall have received a final lien release and Tenant shall have satisfied all of the other conditions set forth in Section C.3, below. In the event that Tenant does not expend all of the Improvement Allowance for costs permitted hereunder, the unused portion of the Improvement Allowance shall be credited to monthly installments of Fixed Rent B-3 66 next coming due under the Lease. Notwithstanding the foregoing, Tenant shall have the right not be permitted to apply any unused portion of the Allowance up to Ten and no/100 use more than Fifty-Six Thousand Two Hundred Eleven Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling 56,211.00)(or One and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents 50/100 Dollars ($.121.50) per rentable square foot of the Premises) of the Improvement Allowance for a space planning allowancethe Construction Costs pertaining to design fees, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningarchitectural and engineering drawings and construction documents.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide the Improvement Allowance to Tenant an improvement allowance (in accordance with this Exhibit. “Improvement Allowance”) in ” means an amount equal to Two Million Seventy Four Thousand the sum of: (A) the product of $65.00 multiplied by the Rentable Floor Area of the Initial Premises and Fifty and no/100 Dollars the First Must-Take Premises, plus (B) the product of $2,074,050.00), based on $55.00 per rentable square foot 55.50 multiplied by the Rentable Floor Area of space the Second Must-Take Premises. The Leasehold Improvements in the First Must-Take Premises and the Second Must-Take Premises shall be consistent with the Leasehold Improvements in the Initial Premises, and completed prior to Tenant occupying the First Must-Take Premises and the Second Must-Take Premises, as applicable, for business. Except as may be expressly provided to the contribution toward contrary in this Exhibit, the cost of demolition and/or construction Improvement Allowance shall be applied solely towards payment of the Tenant’s improvements to the Premises Improvement Costs (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly specifically excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”and/or data cabling). During “Improvement Costs” means the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw requestsum of: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to LandlordPlanning Costs; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable lawsthe Construction Costs; and (iii) Tenant delivers Construction Management Fee and any of the following (which may be included in the respective definitions for the three foregoing defined terms) to Landlord a certificate signed by Xxxxxx’s architect be used for and in connection with (AIA Application for Payment or substantially similar forma) the purchase, installation and construction of Leasehold Improvements, (b) space planning, architectural and engineering expenses related to Leasehold Improvements, (c) plan review, permits, inspections and other governmental requirements and approvals relating to Leasehold Improvements, (d) construction management services relating to Leasehold Improvements (not to exceed 5% of the Improvement Costs exclusive of the construction management fees), and (e) any and all costs, expenses, fees and charges incurred in a form reasonably acceptable to Landlord, certifying that connection with Leasehold Improvements and/or the construction of the applicable part of the Improvements items described in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (ia) through (iiie) abovein this sentence (specifically excluding furniture, Landlord shall pay to Tenant all amounts shown in (i) abovefixtures, equipment, and/or data cabling). Tenant may also request reimbursement of Moving Costs in Notwithstanding the abovereferenced Allowance installments; provided that foregoing, no more than $4.50 multiplied by the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion Rentable Floor Area of the Improvements shall Premises (including without limitation, the First Must-Take Premises and the Second Must-Take Premises) of the Improvement Allowance may be submitted by Tenant to Landlord applied against architectural fees. If, as provided herein, but in no case later than two hundred and ten (210) days following of the 9-month anniversary of the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Improvement Allowance not requested prior to remains unused for any reason under Tenant’s control, the expiration of Improvement Allowance shall be deemed reduced by such 210 day period. Tenant unused amount, and Landlord shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) retain such undisbursed portion of the “hard costs” of Improvement Allowance which shall be deemed waived by Tenant and shall not be paid to Tenant, credited against Rent, or applied to Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningmoving costs or prior lease obligations.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance Provided there exists no material default (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30grace period) days after satisfaction under the terms of items (i) through (iii) abovethe Lease, Landlord shall pay to Tenant all amounts shown the Eighth Floor Part A Improvement Allowance in (i) abovemonthly intervals. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All Any draw requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and ten invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (21026th) days day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to Tenant, or other designated third party until the twenty-sixth (26th) day of the following the Commencement Datemonth. In the event Tenant fails that Tenant’s expenditures for improvements to submit invoices for reimbursement on or before Eighth Floor Part A are less than the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Eighth Floor Part A Improvement Allowance, a fee equal to one percent the remaining balance (1%after reimbursing Tenant for such expenditures) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount Eighth Floor Part A Improvement Allowance shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningcredited against Annual Rent next coming due under the Lease.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide make available to Tenant an a tenant improvement allowance of up to $77,050 (the “Allowance”). Tenant may use all or any portion of such amount for Improvements (as hereinafter defined) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars at either the Building or the Other Building. As used herein, “Improvements” mean ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or i) construction of improvements at the TenantBuilding (or, if applicable, the Other Building) desired by and to be performed by Tenant (subject to Landlord’s supervision) and which improvements shall be of a fixed and permanent nature, and/or (ii) cosmetic improvements at the Building (or, if applicable, the Other Building) such as carpeting and painting. Tenant acknowledges and agrees that (i) Landlord’s prior written consent shall be required with respect to the Premises (“Tenant’s Work”), as well as design Improvements and engineering fees, architectural and space planning servicesthat it shall be reasonable for Landlord to withhold its consent to any improvements which Landlord considers not to be substantially reusable after the expiration of the Term of the Lease, and municipal plan review (ii) upon the expiration of the Term of the Lease, the Improvements shall become the property of Landlord and permit fees (collectively “Improvements”), including the right to use may not be removed by Tenant. Except for the Allowance, Tenant shall be solely responsible for project management fees, but expressly excluding legal fees all of the costs of the Improvements. The Improvements shall be treated as Alterations and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding shall be undertaken pursuant to Section 12 of the foregoing, Tenant Lease. Landlord shall have the right to apply any unused portion review and approve all contracts entered into by Tenant in connection with the Improvements including, without limitation, the provisions in such contracts dealing with insurance, indemnity and lien waivers. Landlord shall not unreasonably delay its review and approval of such contracts. Landlord shall fund the Allowance upon completion of the Allowance up Improvements and upon presentation to Ten Landlord of a draw request containing unconditional lien waivers and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind such other documents as are customary required by Landlord or nature, fixtures, equipment, and security system (“Moving Costs”)its affiliates for construction projects. During the construction Promptly following completion of the Improvements, Landlord will make available (at no cost Improvements and prior to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved funding by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right provide to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw requestLandlord: (i) Tenant delivers a schedule sworn statements setting forth the names of values all contractors and shows in reasonable detail subcontractors who did the completion of work on the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to LandlordImprovements; and (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application “as built” plans for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completedImprovements. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any Any portion of the Allowance not requested prior to the expiration of such 210 day period. used by Tenant shall pay to Landlordby December 31, which amount may be deducted by Landlord from the Allowance2009, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningforfeited.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not then in default under the Lease beyond the expiration of any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) abovegrace periods, Landlord shall pay provide Tenant with an improvement allowance of Sixty Five Thousand and 00/100 Dollars ($65,000.00) (the "Improvement Allowance"), for actual, verifiable, out-of-pocket Construction Costs (as hereinafter defined) incurred by Tenant for the Tenant Improvements. At least Thirty Thousand and 00/100 Dollars ($30,000.00) of the Improvement Allowance must be used for the Mechanical Expenses (the “HVAC Portion of the Allowance”). The "Construction Costs" shall be deemed to mean and include only the following costs incurred by Tenant in completion of the Tenant Improvements: (1) all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply hard costs and expenses pertaining to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided hereinImprovements, including, but in no case later than two hundred not limited to, parts and ten supplies, mechanical units, and costs charged by suppliers, contractors, subcontractors and other parties for materials and labor, (2102) days following architectural and engineering fees, and (3) costs of permits, licenses and other governmental approvals required for the Commencement Dateperformance of the Tenant Improvements. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion The HVAC Portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly Landlord to Xxxxxx’s space planner, Tenant within thirty fourteen (3014) days after Landlord’s receipt and approval of applicable purchase orders for the Mechanical Expenses. The balance of the Improvement Allowance shall be paid by Landlord to Tenant within fourteen (14) days after Landlord’s receipt from and approval of the applicable purchase orders therefor. Tenant shall be solely and exclusively responsible for all Construction Costs which exceed the amount of an invoice from Xxxxxx’s architect for such space planningthe Improvement Allowance and any costs of completing the Tenant Improvements that do not qualify as Construction Costs.

Improvement Allowance. In addition to Provided Tenant is not in default of the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowLease, Landlord shall agrees to provide to Tenant an improvement allowance (the “Improvement Allowance”) in an amount equal up to Two Million Seventy Four Hundred Ninety-Five Thousand and Fifty and no/100 One Hundred Ten Dollars ($2,074,050.00), based on 295,110.00) (or Thirty Dollars ($55.00 30.00) per rentable square foot of space the Premises) to be applied solely to the Construction Costs (hereinafter defined), except as otherwise expressly permitted herein. Notwithstanding the foregoing (a) the Improvement Allowance, in whole or in part, may be used by the Tenant to pay for (i) Tenant’s lease termination costs under its current lease, and (ii) costs incurred by Tenant in connection with relocating Tenant’s equipment, furniture and personal property to the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises and (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees b) in no event shall Tenant expend more than Ninety-Eight Thousand Three Hundred Seventy Dollars (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property $98,370.00) (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to or Ten and no/100 Dollars ($10.00) per rentable square foot, towards foot of the Premises) of the Improvement Allowance on costs associated with the purchase and installation of Tenant’s data/furniture, data and voice wiring, telecom cabling systems and installation costslogo signage. Construction Costs shall be disbursed by Landlord from the Available Allowance, moving expenses of any kind or nature, fixtures, equipment, as and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to when such costs are actually incurred by Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors listAvailable Allowance, or as otherwise approved by Landlord. Tenant which requests shall be obligated to utilize BCER Engineers accompanied by (a) paid receipts or invoices substantiating the costs for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements which payment is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlordrequested; (iib) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any an approved draw request, then prepared as set forth above, Landlord shall pay the costs covered by such payment request within thirty (30) days after following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of eighty percent (80%) of the Improvement Allowance until satisfaction of items the following conditions: (iA) through Tenant’s occupancy of the Premises; (iiiB) above, Tenant’s execution and delivery to Landlord shall pay of the Declaration attached to Tenant the Lease as Exhibit B; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in work performed by the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement subcontractors and all materials used in connection with the completion construction of the Improvements shall be submitted by Tenant Improvements; and (D) Tenant’s delivery to Landlord of all receipts, invoices or other documentation reasonably necessary to substantiate all costs payable by Landlord hereunder. If Tenant does not expend all of the Improvement Allowance for Construction Costs as provided hereinpermitted hereunder within twelve (12) months of execution of the Lease, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any unused portion of the Improvement Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount so used shall be paid retained by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningLandlord.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant with an improvement allowance for the costs of preparing the Premises for Tenant's initial occupancy (“Allowance”including the costs of Landlord's Initial Construction and architectural and engineering fees) in an amount equal not to Two Million Seventy Four Thousand exceed the "Improvement Allowance," as such term is defined in Section 1.1 of this Lease. Landlord shall solicit bids from three (3) general contractors. Landlord shall promptly supply Tenant with such detailed information about bid requests and Fifty negotiations with contractors as Tenant may reasonably request, provided that any delays resulting from Tenant's failure to act within two (2) business days upon the information supplied to it by Landlord shall constitute a Tenant's Delay. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and no/100 Dollars Tenant reasonably determine otherwise. Any HVAC control work will not be bid. Landlord will use commercially reasonable efforts to cause the general contractor ($2,074,050.00)or any bidding contractor) to identify "long lead" items or materials that will delay substantial completion of Landlord's Initial Construction beyond any dates contemplated under this Lease, based on $55.00 per rentable square foot and shall notify Tenant of space the same promptly after such identification is made. Landlord and Tenant shall cooperate in good faith to avoid such "long lead" items or materials. If the Premisesbid to be selected hereunder is for a contract amount in excess of the Improvement Allowance, then Tenant may submit revised Tenant's Plans within three (3) Business Days following the date of Landlord's selection of the bid and submit such revised Tenant's Plans for review and approval as set forth in this Exhibit B. Upon Landlord's approval of any such revised Tenant's Plans, Landlord shall seek and obtain revised bids to be reviewed and selected as set forth in this Exhibit B. Landlord shall notify Tenant of the contribution toward the total fixed-price construction cost of demolition and/or construction of Landlord's Initial Construction shown on such Construction Documents (the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”"Base Price"), including xxxx-ups as determined hereunder, which Base Price will not include any construction supervision or management fee to Landlord and any charges by contractors or subcontractors included therein for profit, fees, overhead, general conditions and the right like shall not exceed market contractors' fees for such items charged by contractors performing comparable construction projects in the Boston, Massachusetts "Metro-West" area. The Base Price shall hereafter be subject to use adjustment for Change Orders (if any) if such Change Orders are approved by Tenant. All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord's Initial Construction (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Landlord's Initial Construction. Any amount by which the Improvement Allowance is greater than the Base Price shall be credited to Tenant's payment of Rent next due or, at Tenant's written election, may be utilized to reimburse Tenant for project management feesTenant's third party costs incurred in connection with preparing the Premises for Tenant's occupancy (including, but expressly excluding legal fees and personal property (i.e.not limited to, furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding any Tenant Work performed pursuant to this Lease, or for the foregoingpurchase of furniture or other equipment, Tenant shall have the right to apply any unused portion installation of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square footwiring or cabling, towards Tenant’s data/telecom cabling and installation signage costs, moving expenses expenses, consultants or legal fees, or other costs associated with this Lease or Tenant's occupancy of any kind or nature, fixtures, equipment, and security system (“Moving Costs”the Premises). During the construction Such a reimbursement of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant unutilized Improvement Allowance shall be obligated made by Landlord to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) abovefollowing the date on which Tenant provides invoices to Landlord demonstrating Tenant's costs and expenses. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be responsible to perform and pay to Tenant for (without inclusion in Landlord's Operating Expenses and without deduction from the Improvement Allowance) the following: (x) Building standard blinds in good working order on all amounts shown exterior windows in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion place as of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Term Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred , (y) Building standard HVAC system in place and ten (210) day period, Tenant shall forfeit its right to any portion all existing VAV boxes in good working order as of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted Term Commencement Date and (z) all life safety systems required by Landlord from the Allowance, a fee equal to one percent (1%) state and local code as of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction Term Commencement Date in place and in good working order as of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningTerm Commencement Date.

Improvement Allowance. In addition Landlord agrees to the obligation of Landlord credit Tenant with an allowance not to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 exceed Twenty-Five Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.1225.00) per rentable square foot which is equal to a total of Eight Hundred Thirty-Four Thousand, Seventy-five and 00/100 Dollars ($834,075) which shall be applicable to the cost of all Tenant Improvements ("Improvement Allowance"). Except as specifically provided below with regard to Landlord's agreement to fund certain "Excess Costs" subject to Tenant's obligation to make certain monthly payments in respect thereof, Landlord's total financial obligation with respect to the purchase, construction, and installation of the Tenant Improvements or any other improvements to the Premises shall be limited solely to the Improvement Allowance (and any financial obligations which flow from any breach of Landlord's obligation to perform punch list work hereunder), and except as specifically set forth in this Lease, Tenant shall be solely responsible for a space planning allowanceany and all such costs in excess of the Improvement Allowance. Landlord agrees that Tenant may allocate up to $5,000 of the Improvement Allowance to pay for demolition of certain asphalt areas of the parking lot adjacent to the Premises and the installation of landscaping therein, as approved by Landlord in its reasonable discretion, which amount for purposes of this provision shall be deemed to constitute Tenant Improvements under the Lease. For purposes of this Exhibit B, the cost of all Tenant Improvements shall mean any and all costs associated with the design and construction of the Tenant Improvements (exclusive of Base Building Improvements, as hereafter provided), including the cost of all labor, services and materials necessary to design, permit, inspect and construct the Premises. Without limitation, the foregoing shall include all architectural and engineering fees and costs, utility fees, tap fees, systems development charges, fixture fees, fees and costs for preparation of mechanical, electrical and plumbing (MEP) drawings, inspection fees, construction management fees provided for herein, and contractor profits, whether any of the foregoing were furnished to, or by, Landlord, and whether any of the foregoing were paid by directly Landlord prior to Xxxxxx’s space planner, within thirty (30) days or after Lease execution or prior to or after the commencement of receipt from construction of the Tenant of an invoice from Xxxxxx’s architect for such space planningImprovements.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant pay an improvement allowance (“Improvement Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars (totaling $2,074,050.00), based on $55.00 35.10 per rentable square foot of space in the Premises. Upon mutual execution of this Lease, for the contribution toward the cost of demolition and/or construction that portion of the Tenant’s improvements to Improvement Allowance based on the 60,000 rentable square feet of the Initial Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Initial Premises Improvement Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and shall be immediately available for use in accordance the payment of the Tenant Improvements in the Initial Premises in conformance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused Work Letter. That portion of the Improvement Allowance up to Ten and no/100 Dollars ($10.00) per based on the 15,000 rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses feet of any kind or nature, fixtures, equipment, and security system the Contiguous Space (“Moving CostsContiguous Space Improvement Allowance”). During ) shall be available for use in the construction payment of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings Improvements in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw requestContiguous Space: (i) Tenant delivers a schedule of values and shows immediately if used in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; conformance with Section 3.04 hereof, (ii) in conformance with the timing (as adjusted per Section 3.02) set forth in the Work Letter if Tenant delivers elects to require Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors to construct the Tenant Improvements in compliance with all applicable laws; and the Contiguous Space, or (iii) upon the Contiguous Space Commencement Date as a direct payment to the Tenant delivers as such costs are incurred by Tenant if Tenant elects to Landlord a certificate signed by Xxxxxxconstruct the Tenant Improvements in the Contiguous Space. The Improvement Allowance shall be in addition to work completed at Landlord’s architect (AIA Application cost for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part Base Building. There shall be no construction management and/or bonding fees charged against the Improvement Allowance on behalf of Landlord or Landlord’s employees, agents, or contractors. The Improvement Allowance includes programming, space planning, construction documentation, engineering, construction, change orders, cabling, consultants, project management, and other construction related costs. Tenant has engage CRESA Partners (“CRESA”) for project management for construction of the Improvements in Xxxxxxx Improvements. CRESA’s fee will be paid from the Premises has been completed. Provided that Tenant Improvement Allowance, or is not in default beyond any applicable notice and cure period to be paid by Tenant, at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) aboveTenant’s discretion. Tenant may also request reimbursement of Moving Costs in retains the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion engage other consultants, architects, engineers, contractors, and vendors at its discretion, the cost of which, if within the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlordabove guidelines, which amount may be deducted form the Improvement Allowance or paid separately by Landlord from the AllowanceTenant, a fee equal to one percent (1%) of the “hard costs” of in Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningsole discretion.

Improvement Allowance. In addition Tenant shall be entitled to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) in an amount equal for costs relating to Two Million Seventy Four Thousand the design and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s Work”), as well as design furniture and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”personal property), including without limitation, such portion of the right Premises outside the Expansion Premises, as Tenant may elect to use improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, for project management fees, but expressly excluding legal fees Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and personal property 00/100 Dollars (i.e., furniture$24,600.00) based on a mutually agreed upon space plan (the “Space PlanLobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with Exhibit D. Notwithstanding the foregoing“Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, Tenant shall have approved by Landlord in accordance with the right to apply any terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance up that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to Ten the Improvement Allowance and no/100 Dollars the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($10.009,500.00) per rentable square foot, towards (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s data/telecom cabling written request, which Security Allowance shall be used only for the soft and installation costshard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, moving expenses all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of any kind or naturethis Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, fixturesshall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, equipmentthe Lobby Allowance, and security system the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Moving CostsSuite 300 ADA Allowance”). During ) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord will in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make available (at disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no cost to Tenant) Building servicesfurther right thereto. Without limiting the foregoing, including HVAC, electrical Tenant and Landlord contemplate that the Improvements to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and Building listed in a manner that Schedule X will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings included in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% Final Plans and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningFinal Working Drawings.

Improvement Allowance. In addition to Landlord shall be responsible for (i) bearing all costs and expenses of completing the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide Work up to Tenant an improvement allowance (“Allowance”) in an a maximum amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 30.00 per rentable square foot Rentable Square Foot of space in the PremisesPremises (less any areas within the Premises which are to be improved by Landlord as part of the construction of the Building, for such as the contribution elevator lobby areas, restrooms, telephone and electrical rooms, janitorial closets, stairwells, and elevators), plus (ii) up to a maximum amount of $1.00 per Rentable Square Foot of space in the Premises (less any areas within the Premises which are to be improved by Landlord as part of the construction of the Building, such as the elevator lobby areas, restrooms, telephone and electrical rooms, janitorial closets, stairwells, and elevators) as a cabling allowance toward the cost of demolition and/or construction installing cabling for Tenant’s communication and computer needs. The amount to be paid by Landlord pursuant to the preceding sentence is referred to herein as the “Allowance”. All costs and expenses of Landlord’s Work and Tenant’s cabling in excess of the Allowance shall be Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design sole responsibility and engineering fees, architectural expense and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and shall be payable in accordance with Exhibit D. the provisions of this Paragraph 5. Notwithstanding the foregoing, Landlord and Tenant shall have acknowledge that during the right to apply any unused portion course of their lease negotiations, they originally discussed locating the Premises on the seventh and part of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation sixth floors of the Building. Tenant shall have In recognition of this fact, Landlord agrees to bear any additional costs or expenses of building out the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing Premises in excess of the floor (cost that would have been incurred if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers Premises had been on the seventh and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in sixth floor as originally discussed, and such amount will not be deducted from the Premises has been completedAllowance. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw requestFurthermore, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in if the abovereferenced Allowance installments; provided that pending transaction for the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion upper floors of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on Building terminates or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested is abandoned prior to the expiration commencement of such 210 day period. Landlord’s Work, the Premises will revert back to the seventh and sixth floors as originall y discussed and Landlord and Tenant shall pay execute an appropriate amendment to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for this Lease reflecting such space planningchange.

Improvement Allowance. In addition Landlord agrees to provide Tenant with an allowance in the obligation amount of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to One Hundred Sixty Thousand Two Million Seventy Four Thousand and Fifty Hundred Ninety and no/100 Dollars ($2,074,050.00160,290.00) (the "Improvement Allowance"). Only Eighty Thousand One Hundred Forty-Five and no/100 Dollars ($80,145.00) (i.e., based on $55.00 5.00 per rentable square foot of space the entire Premises) of the Allowance shall be available until the security deposit has been increased to $400,000 in accordance with Section 5.1 of this Lease. The Improvement Allowance shall be applied against the Premises, actual costs and expenses incurred in connection with Alterations for the contribution toward renovation of the Premises and for the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning servicesdesign services in connection therewith. Landlord shall pay the Improvement Allowance directly to Tenant or, at Landlord's option, jointly to Tenant and municipal plan review and permit fees (collectively “Improvements”)Tenant's contractor or architect, including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw requestconditions: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion Tenant's occupancy of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to LandlordPremises; (ii) Tenant delivers to receipt by Landlord properly executed conditional mechanics’ of appropriate paid receipts or invoices and lien waivers from the architect, contractor and all subcontractors covering all work performed by the architect, contractor and subcontractors; (iii) all Alterations must comply with the terms of Tenant’s contractors and subcontractors in compliance with all applicable lawsthis Article X; and (iiiiv) Tenant delivers to Landlord no event shall have occurred that would constitute a certificate signed default under this Lease. If requested by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) aboveTenant, Landlord shall pay make progress payments of the Improvement Allowance provided no default has occurred under this Lease and Tenant can demonstrate to Landlord that Tenant has sufficient funds in addition to the available remaining amount of the Improvement Allowance to complete the tenant improvements including any cost overruns in connection therewith. Requisitions for any advance of the Improvement Allowance will be processed by Landlord as soon as all required documentation has been received. Tenant acknowledges that payment is usually made within thirty to sixty days after submission of the complete requisition. From the Improvement Allowance, Landlord may withhold a fee for construction management of three percent (3%) of the total of the Improvement Allowance plus any amounts shown in (i) aboveexcess of the Improvement Allowance due from Tenant for the initial renovation of the Premises; however, said three percent shall be deferred on the portion of the Improvement Allowance disbursed before the security deposit is increased 15 and shall be paid from the balance of the Improvement Allowance after the security deposit has been increased. If Tenant does not use all of the Improvement Allowance, Tenant may use a portion of the Improvement Allowance for telephones, computer equipment, and cabling therefor provided such equipment is installed in the Premises. Tenant may also request reimbursement reserve a portion of Moving Costs the Improvement Allowance for tenant improvements in the abovereferenced Allowance installments; provided that Expansion Premises, including the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion removal of the Improvements demising wall; however, no interest shall be submitted by accrue on any unfunded portion of the Improvement Allowance. If Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to has not requested any portion of the Improvement Allowance not requested prior to by December 31, 2001, the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount remaining portion shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningforfeited.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance Provided there exists no material default (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30grace period) days after satisfaction under the terms of items (i) through (iii) abovethe Lease, Landlord shall pay to Tenant all amounts shown the Twenty-second Floor Expansion Space Improvement Allowance in (i) abovemonthly intervals. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All Any draw requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred the fifth (5th) day of the month during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and ten invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-sixth (21026th) days day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to Tenant or other designated third party until the twenty-sixth (26th) day of the following the Commencement Datemonth. In the event that Tenant’s expenditures for improvements for the Twenty-second Floor Expansion Space are less than the Twenty-second Floor Expansion Space Improvement Allowance the remaining balance (after reimbursing Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%expenditures) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount Twenty-second Floor Expansion Space Improvement Allowance shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningcredited against Annual Rent next coming due under the Lease.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide the Improvement Allowance to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. this Exhibit. The Improvement Allowance shall be applied solely towards payment of the Improvement Costs, and, except as set forth below, specifically excluding costs for Tenant’s Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the structure of the Building; provided, however, the Base Building Allowance shall be applied solely to Improvement Costs related to the Base Building Improvements (and not to any costs related to the Leasehold Improvements). If, as of the 6-month anniversary of the Commencement Date, then except as set forth in the following sentence, any portion of the Improvement Allowance remains unused, the Improvement Allowance shall be deemed reduced by such unused amount, and Landlord shall retain such undisbursed portion of the Improvement Allowance which shall be deemed waived by Tenant and shall not be paid to Tenant, credited against Rent, or applied to Tenant’s moving costs or prior lease obligations. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion if, after payment in full of the Leasehold Improvements and no outstanding monetary Event of Default, there are unused Improvement Allowance dollars, then by written notice to Landlord received no later than the 6-month anniversary of the Commencement Date, Tenant may apply up to Ten $243,191.00 of the Improvement Allowance towards the actual and no/100 Dollars ($10.00) per rentable square footreasonable, towards Tenant’s data/telecom cabling and installation costsout-of-pocket, documented costs incurred by Tenant for moving expenses of any kind or nature, fixtures, equipmentto the Premises, and security system signage and voice and data cabling expenses (“Moving Reimbursable Costs”). During ) provided, and notwithstanding anything to the construction contrary in the Lease, Tenant may not remove from the Premises any of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates items purchased with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical workfunds, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors right, title, and subcontractors interest in compliance with all applicable laws; and (iii) Tenant delivers to such items purchased shall automatically be conveyed to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable on the Surrender Date. Subject to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) abovepreceding sentence, Landlord shall pay reimburse Tenant up to Tenant all amounts shown the total Reimbursable Costs within 30 days after Landlord’s receipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, evidence of payment in full by Tenant, and unconditional lien waivers (i) aboveon Landlord’s form therefor). Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion Any portion of the Improvements shall be Reimbursable Costs for which Tenant has not submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices an invoice for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion 6-month anniversary of the Allowance Commencement Date shall be deemed waived by Tenant and will not requested prior be paid to the expiration of such 210 day periodTenant or credited against Rent. Tenant shall pay xxxx and tag all cabling installed by it or on its behalf by no later than Substantial Completion, and notwithstanding anything to Landlordthe contrary in the Lease, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of shall surrender such cabling with the Premises to ensure code compliance, structural integrity of by no later than the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningSurrender Date.

Improvement Allowance. In addition connection with the Initial Improvements, Subtenant shall be entitled to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an a one-time improvement allowance (“the "Improvement Allowance”") in an amount equal up to Two Million Seventy Four Thousand and Fifty and no/100 Fifteen Dollars ($2,074,050.00), based on $55.00 15.00) per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”)to wit, $705,000.00) for the costs relating to the completion of the Initial Improvements, as well as design specifications and quantities of standard building components which will comprise and be used in the construction of the Initial Improvements; space plans and studies; architectural and engineering fees; permits, architectural approvals and space planning servicesother governmental fees; labor, material, equipment and municipal plan review supplies construction fees and permit fees (collectively “other amounts payable to contractors or subcontractors; taxes; remediation and preparation of Premises for construction of the Initial Improvements”); filing and recording fees; premiums for insurance and bonds; and all other costs expended or to be expended in the construction of the Initial Improvements, including the right to use the Allowance, for project management fees, but expressly excluding legal fees the actual costs of moving, Internet connectivity, signage, network/data cabling and personal property (i.e.telecommunication systems procurement, furniture) based on a mutually agreed upon space plan (“Space Plan”) installation and in accordance with Exhibit D. Notwithstanding configuration costs; provided, however, Subtenant shall only be entitled to use the foregoing, Tenant shall have Improvement Allowance to the right to apply extent any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”)foregoing items are expended in connection with completing the Initial Improvements. During the construction of the Improvements, Landlord will make available (at In no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant event shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall Sublandlord be obligated to utilize BCER Engineers make disbursements pursuant to this Section 1.5: (a) in a total amount which exceeds the Improvement Allowance; or (b) for Tenant’s mechanicalany costs incurred later than March 31, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing 2005. After completion of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Initial Improvements, and upon satisfaction of the following items for each draw requestSubtenant shall deliver to Sublandlord: (i) Tenant delivers a schedule invoices from all of values Subtenant's contractors, suppliers and shows in reasonable detail the completion of the portion of Improvements is proportionate materialmen ("Subtenant's Agents") for labor rendered and materials delivered to the amount of the Allowance draw request in a form reasonably satisfactory to LandlordPremises; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ mechanic's lien waivers releases from all of Tenant’s contractors and subcontractors in compliance Subtenant's Agents which shall comply with all applicable laws; the appropriate provisions, as reasonably determined by Sublandlord, of California Civil Code §3262(d): and (iii) Tenant delivers to Landlord a certificate signed all other information reasonably requested by Xxxxxx’s architect (AIA Application Sublandlord. Subtenant's request for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction payment shall be deemed Subtenant's acceptance and approval of the applicable part of work furnished and/or the Improvements materials supplied as set forth in the Premises has been completedSubtenant's payment request. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within Within thirty (30) days after satisfaction Sublandlord's receipt of items all of the aforementioned materials with respect to the Initial Improvements, Sublandlord shall deliver a check to Subtenant in payment of the lesser of: (iA) through the amounts so requested by Subtenant; and (iiiB) above, Landlord shall pay to Tenant all amounts shown in (i) abovethe amount of the Improvement Allowance. Tenant may also request reimbursement Sublandlord's payment of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above such amount shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion be deemed Sublandlord's approval or acceptance of the Improvements shall be submitted by Tenant to Landlord work furnished or materials supplied as provided herein, but set forth in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningSubtenant's payment request.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide will make available to Tenant an improvement allowance (the “Tenant Improvement Allowance”) in an amount equal not to Two Million Seventy Four Thousand and Fifty and no/100 Dollars exceed the product of the rentable square feet for the Fourth Floor Premises multiplied by $60.00 per square foot (i.e., for a total allowance of up to $2,074,050.001,508,460.00), based on $55.00 per rentable square foot of space in which shall (subject to the Premises, terms and conditions set forth herein) be expendable for the contribution toward costs of the cost of demolition and/or construction of the Tenant’s improvements initial work and alterations to prepare the Fourth Floor Premises for the operation of its business therein (the “Tenant’s Initial Work”), as well as design and engineering feesincluding any amount paid to a project coordinator, architectural and space planning servicesconstruction consultant or similar consultant engaged by Xxxxxx. The Tenant Improvement Allowance may not be used for moving expenses, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., office equipment or furniture) based on a mutually agreed upon space plan (“Space Plan”) and . The Initial Work shall be performed in accordance with Exhibit D. Notwithstanding Articles 3 and 53 of the foregoingOriginal Lease, Tenant shall have the including without limitation, Landlord’s right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards review Tenant’s data/telecom cabling Plans and installation costs, moving expenses of any kind or nature, fixtures, equipmentSpecifications prepared in connection with the Initial Work, and security system (“Moving Costs”). During the construction of the ImprovementsXxxxxx’s obligation to reimburse Landlord upon demand for Landlord’s reasonable, Landlord will make available (at no cost to Tenant) Building servicesactual, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and third-party out-of-pocket costs incurred in a manner that will not unreasonably interfere connection with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all review of Tenant’s contractors Plans and subcontractors in compliance with all applicable laws; and (iii) Specifications for the Initial Work. The Tenant delivers Improvement Allowance shall be paid to Landlord the Tenant, not more frequently than once a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form)month, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction delivery to Landlord by Tenant of items (i) through (iii) abovea requisition from Tenant, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to together with appropriate invoices evidencing such work and lien waivers from any request for reimbursement of Moving Costs. All requests for reimbursement contractors or subcontractors who perform work in connection with the completion requested disbursement of the Improvements Tenant Improvement Allowance. Ten percent (10%) of each requisition shall be submitted retained by Landlord until Tenant delivers, or causes to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay be delivered to Landlord, which amount may be deducted by Landlord a certificate of occupancy or a certificate of completion if required in connection with the Initial Work with respect to the Fourth Floor Premises together with final lien waivers from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Buildinggeneral contractor. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which Such retained amount shall be paid by directly to Xxxxxx’s space planner, released within thirty (30) days of receipt from Tenant delivery of an invoice from Xxxxxx’s architect for such space planningthe necessary certificates and final lien waiver.

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) aboveperiods, Landlord shall pay agrees to Tenant contribute an amount equal to $1,155,000.00 (i.e., $25.00 per rentable square foot of the Premises) (the “Allowance”), toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. The Allowance may only be used for the cost of preparing design and construction documents; permitting costs, management fees, telecommunications and data cabling installation; costs of permitting and installing signage; mechanical and electrical plans for the Initial Alterations and for all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement other hard and soft costs in connection with the Initial Alterations). In addition, the Allowance may be used toward the cost of Tenant’s actual moving expenses and furniture costs. The Allowance, or such portion thereof that equals the amount expended by Tenant on the items described above, shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performed the Initial Alterations, within 30 days following substantial completion of the Improvements Initial Alterations and receipt by Landlord of Tenant’s requisition for the Allowance accompanied by (1) invoices covering all labor and materials expended and used in the Initial Alterations; (2) a sworn contractor’s affidavit from the general contractor and a request to disburse from Tenant; (3) full and final waivers of lien; (4) as-built plans (in both paper and CAD file formats) of the Initial Alterations; (5) an AIA-G704 from Tenant’s architect; and (6) a certificate of occupancy issued with respect to the Premises by the Inspectional Services Department of the City of Boston (“ISD”) or written evidence that other permission has been obtained from ISD for occupancy by Tenant of the Premises. The Allowance shall be submitted by Tenant disbursed in the amount reflected on the invoices meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord as provided herein, but in no case later than two hundred and ten (210) days following shall not be obligated to disburse the Commencement DateAllowance during the continuance of an uncured Default under the Lease. In Any portion of the event Tenant fails to submit invoices for reimbursement Allowance that has not been requisitioned on or before the expiration date that is two (2) years after the Commencement Date shall be forfeited by Tenant and remain the property of Landlord. In order to secure Landlord’s obligation to pay the Allowance to Tenant, Landlord shall deposit current funds in the amount of the Allowance with Fidelity National title Insurance Company (the “Escrow Agent”), who shall hold such funds and disburse same in accordance with an escrow agreement by and among Landlord, Tenant, and the Escrow Agent substantially in the form attached hereto as Exhibit K (the “Escrow Agreement”). Landlord and Tenant shall execute the Escrow Agreement on the Execution Date, and Landlord shall cause the Escrow Agent to execute the Escrow Agreement forthwith thereafter. Landlord shall fund the Escrow Agreement not later than the date that is two hundred (2) Business Days after the Execution Date and ten (210) day provide an acknowledgment from the Escrow Agent of receipt of the same. If Landlord shall fail to deposit an amount equal to the Allowance with the Escrow Agent in such time period, Tenant shall forfeit its have the right to terminate this Lease upon written notice to Landlord given at any portion time after such time period and before Landlord deposits such amount. EXHIBIT C-1 TENANT’S PRELIMINARY PLANS -1 EXHIBIT D COMMENCEMENT DATE AGREEMENT Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the Allowance not requested prior to the expiration day of such 210 day period. Tenant shall pay to , , by and between , a ,as Landlord, which amount may be deducted by Landlord from and , as Tenant, for rentable square feet on the Allowance, a fee equal to one percent (1%) floor of the “hard costs” Building located at , Massachusetts, . Dear : In accordance with the terms and conditions of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction the above referenced Lease, Tenant accepts possession of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planning.agrees:

Improvement Allowance. In addition (a) (i) Provided no Event of Default has occurred and is continuing under the Lease or the Two Freedom Lease (or if an Event of Default then exists, the right to the obligation Improvement Allowance shall toll until such Event of Landlord Default has been cured in full prior to perform “Landlord’s Work” as provided in Section 22.02 the Allowance Deadline defined below, and if not so cured prior to the Allowance Deadline, such right shall be deemed to have been waived and forfeited), Landlord shall provide to grant Tenant an improvement allowance (the “Improvement Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per 155.00 multiplied by the number of square feet of rentable square foot of space area in the Premises, for which is equivalent to Seven Million Two Hundred Thirty Thousand One Hundred Thirty Dollars ($7,230,130.00) based on 46,646 rentable square feet contained in the contribution initial Premises, to be applied toward the cost of demolition and/or construction of Leasehold Costs, including without limitation, the Tenant’s improvements following costs incurred with respect to the Premises (“in Tenant’s Worksole and absolute discretion: architectural design fees, engineering services, construction costs, including general contractor’s general conditions, overhead and profit, cabling, data and telephone installation and related construction management fees, acquisition, relocation and installation of furniture, fixtures and equipment, acquisition and installation of supplemental HVAC, acquisition and installation of security systems, audio/visual equipment, and other specialty improvements, project management expenses, moving expenses, design, fabrication and installation of Tenant’s Top of Building Sign, Landlord’s Construction Management Fee, and design, permitting and construction of an internal stair. In addition to the foregoing, if any portion of the Improvement Allowance remains after application to the foregoing, at Tenant’s election by written notice thereof received by Landlord not later than the Lease Commencement Date (the “Additional Abatement Notice”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Improvement Allowance up shall be applied as a credit against the base rent next coming due under the Lease following any Abatement to Ten which Tenant is entitled pursuant to Article III of the Lease. Notwithstanding anything to the contrary contained in this Exhibit B, if and no/100 Dollars to the extent that Landlord pays to Tenant any amounts pursuant to that certain indemnification letter dated as of July 1, 2020 between Landlord and Tenant ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (the “Moving CostsIndemnity Payment”). During , the construction amount of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant Indemnity Payment automatically shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to deducted from the amount of the Improvement Allowance draw request in available to Tenant pursuant to this Exhibit B, Any portion of the Improvement Allowance that remains unreserved and unapplied by the date that is twenty-four (24) months after the Lease Commencement Date (the “Allowance Deadline”) shall be deemed waived and forfeited. For purposes of this Section 6(a), Improvement Allowance funds shall be deemed reserved only to the extent that the Leasehold Work for which the Improvement Allowance funds will be applied has been completed and a form reasonably satisfactory to Landlord; (ii) Tenant delivers disbursement requisition for such funds has been submitted to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance or with all applicable laws; and (iii) respect to which Tenant delivers to shall have provided Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that with the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) Additional Abatement Notice described above. Tenant may also request reimbursement of Moving The Leasehold Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request include (and Tenant shall have no responsibility for reimbursement of Moving Costs. All requests for reimbursement and the Improvement Allowance shall not be used for) the following costs (if any) incurred in connection with the completion performance of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred Leasehold Work and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction delivery of the Premises to ensure code compliance, structural integrity Tenant in the Base Building Delivery Condition: (A) costs incurred to remove Hazardous Materials from the Premises or the surrounding area; (B) costs recoverable by Landlord on account of warranties and insurance; (C) penalties and late charges attributable to Landlord’s failure to pay the Improvements, Improvement Allowance as and coordination of Tenant’s Work within when required; and (D) costs to comply with the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningBase Building Delivery Condition.

Improvement Allowance. In addition to Provided Tenant is not in default of the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 belowLease, Landlord shall agrees to provide to Tenant an improvement allowance (the “Improvement Allowance”) in an amount equal up to Two Million Seventy Sixty-Three Thousand Four Thousand and Fifty and no/100 Hundred Fifty-Six Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in 63,456.00) to be applied solely to the Premises, for the contribution toward Construction Costs (hereinafter defined) and the cost of demolition and/or construction of relocating the Tenant’s improvements Relocated Liebert Units to the Premises (“Tenant’s Work”)Premises. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards when such costs are actually incurred by Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors listAvailable Allowance, or as otherwise approved by Landlord. Tenant which requests shall be obligated to utilize BCER Engineers accompanied by (a) paid receipts or invoices substantiating the costs for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements which payment is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlordrequested; (iib) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any an approved draw request, then prepared as set forth above, Landlord shall pay the costs covered by such payment request within thirty (30) days after following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of eighty percent (80%) of the Improvement Allowance until satisfaction of items the following conditions: (iA) through Tenant’s occupancy of the Premises; (iiiB) above, Tenant’s execution and delivery to Landlord shall pay of the Declaration attached to Tenant the Lease as Exhibit C; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in work performed by the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement subcontractors and all materials used in connection with the completion construction of the Improvements shall be submitted by Tenant Improvements; and (D) Tenant’s delivery to Landlord of all receipts, invoices or other documentation necessary to substantiate all costs payable by Landlord hereunder. If Tenant does not expend all of the Improvement Allowance for Construction Costs as provided hereinpermitted hereunder within six (6) months of the Effective Date, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any unused portion of the Improvement Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount so used shall be paid retained by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningLandlord.

Improvement Allowance. In addition Landlord agrees that it shall pay to Tenant, for each of the four Phases and the Expansion Premises, if any, the Improvement Allowance, subject to the obligation terms of Landlord to perform “Landlord’s Work” as provided in this Section 22.02 below17.2.2. As of the Effective Date, Landlord shall provide make available to Tenant an improvement allowance (“Allowance”) in an amount equal up to Two Million Seventy Four Thousand Five and Fifty and no/100 00/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction 5.00) of the Tenant’s improvements to the Premises (“Tenant’s Work”)Improvement Allowance for each Phase, as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, which may be used towards Tenant’s data/telecom cabling architectural, engineering and installation legal costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing of the floor (if required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work within the Building. In addition to the Allowance, Landlord will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, Tenant within thirty (30) days of Landlord’s receipt of Tenant’s written request therefor, as evidenced by bills and invoices in detail reasonably satisfactory to Landlord. The remaining Improvement Allowance for each Phase and the Expansion Premises, as applicable, shall be available to Tenant commencing sixty (60) days prior to the date Landlord delivers each Phase of the Premises to Tenant or the Expansion Premises, as applicable, and monthly thereafter, Landlord shall make progress payments to Tenant in an amount equal to the costs incurred by Tenant in performing Tenant’s Improvements (less any sums previously provided by Landlord as set forth above) from Tenant time to time, which shall include both hard construction costs and soft construction costs (including, but not limited to, furniture, fixtures, equipment, moving costs, cabling, telecommunications equipment, phones, and consultant fees), as certified by Tenant’s architect, and upon written request by Tenant, as evidenced by bills and invoices in detail reasonably satisfactory to Landlord, provided that any such progress payments shall not include the ten percent (10%) retention amount to be withheld from Tenant’s general contractor or its subcontractors, and further, that at the time of an invoice from Xxxxxx’s architect for such space planning.request and scheduled payment:

Improvement Allowance. In addition Landlord agrees to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant an improvement allowance (“Allowance”) in an amount equal to Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (“Tenant’s Work”), as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (collectively “Improvements”), including the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance pay up to Ten and no/100 Dollars $4,540,100.00 ($10.00the "Improvement Allowance") per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system for Landlord's Costs (“Moving Costs”defined below). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from pay all of Landlord’s approved contractors list, or as otherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, electrical work, and plumbing design, and Xxxxxx/Xxxxxx for all structural design, including the reinforcing 's Costs which are in excess of the floor Improvement Allowance plus Landlord's Fee and the Warranty Fee (if requiredas defined below) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Tenant shall have the right to request the Allowance in three installments upon completion of 35%, 70% and 100% of the Improvements, and upon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and shows in reasonable detail the completion of the portion of Improvements is proportionate to the amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay Landlord's billing to Tenant all therefor. Landlord may xxxx Tenant such amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be submitted by Tenant to Landlord on a monthly basis, at Landlord's option, as provided hereinprogress payments, but in no case later than two hundred and ten (210) days following the Commencement Date. In the event Tenant fails to submit invoices for reimbursement on or before the expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. which Tenant shall pay within thirty (30) days after billing therefor. "Landlord's Costs" are all direct and indirect costs, fees, and expenses related to Landlordthe Land and the Initial Improvements including, without limitation, all costs, fees, and expenses related to the acquisition of the Land, obtaining all permits and governmental approvals for the Initial Improvements, designing, constructing, and installing the Initial Improvements, general conditions, document preparation, costs of drawing plans and specifications, builders risk and liability insurance costs, and all labor, materials, supplies, and equipment used for any of the foregoing, plus any excise or sales tax imposed on any of the foregoing. A preliminary budget, which is subject to change, of Landlord's Costs is attached as Exhibit "G". All of Landlord's Costs are subject to change except that the cost of the items described on Exhibit "G" next to which an asterisk (*) is placed shall equal the amount may be deducted by for such items set forth in Exhibit "G". After the Final Plans are completed, Landlord from will prepare an updated budget and, thereafter, the Allowance, a fee Designated Representatives shall meet at least every other week to update the budget. Landlord's Fee shall equal to five percent (5%) of the total of Landlord's Costs in excess of $4,540,100.00. The Warranty Fee shall equal one percent (1%) of the “hard costs” , fees, and expenses of Tenant’s Work labor, materials, supplies, and equipment for Landlord’s supervision of Xxxxxx’s construction of the Premises Initial Improvements (the "Warranty Fee"). If Landlord incurs any costs, fees or expenses to ensure code compliance, structural integrity repair or replace any of the ImprovementsInitial Improvements under Landlord's construction warranty or replacement obligations as described in this Lease, such amount shall be deducted from the Warranty Fee. Any amount not so paid from the Warranty Fee within sixteen (16) months following the date of Substantial Completion of the Tenant Improvements shall be reimbursed to Tenant, if and coordination of Tenant’s Work within the Building. In addition to the extent, Tenant pays the Warranty Fee as required by this Section 21.2(c). Such payment shall be made within 30 days after the end of such 16-month period. Landlord is not obligated to pay or incur any amounts that exceed the Improvement Allowance. If Landlord's Costs exceed the Improvement Allowance, Tenant will pay the excess to Landlord in cash as Additional Rent as provided above but in no event later than upon Substantial Completion of the Tenant's Improvements. Within 10 days after Landlord's demand therefor accompanied by reasonable documentation of such costs, Tenant will also pay, as Additional Rent, all of Landlord's Costs (including lost rent) resulting from any Tenant Delay. If Landlord reasonably estimates that the cost of the Initial Improvements will exceed the Improvement Allowance, Landlord will provide may require Tenant twelve cents ($.12) per rentable square foot for a space planning allowanceto deposit with Landlord, before Landlord commences construction of Initial Improvements, an amount equal to the amount by which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days the cost of receipt from Tenant of an invoice from Xxxxxx’s architect for such space planningthe Initial Improvements exceeds the Improvement Allowance.