Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. Landlord shall provide to Tenant a tenant improvement allowance (“Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codes.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a one-time tenant --------------------- improvement allowance (“the "Improvement Allowance”") in the amount of up $194,895.00 (based upon $5.00 per rentable square foot of the Second Expansion Space, $15.00 per rentable square foot of Suites M-100, 101 and 102, and $5.00 per rentable square foot of Suite 310) for the costs relating to Three Hundred Fifty Thousand the initial design and No/100 Dollars construction of Tenant's improvements, which are permanently affixed to the Total Expansion Space and/or the cost of items which Tenant is required to perform in order to comply with legal requirements triggered by Tenant's improvements, other than costs associated with Landlord's Compliance Work ($350,000.00) (“Maximum the "Improvements"). Tenant may use the Improvement Allowance in any space leased by Tenant in the Building, and shall not be limited solely to constructing Improvements within the Total Expansion Space. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Improvement Allowance”), to . The Improvement Allowance may be used by Tenant at any time prior to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation date which is six (6) months after the last Expansion Commencement Date. All Improvements for which the Improvement Allowance has been made available shall be deemed Landlord's property under the terms of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that the Lease. Tenant shall not be entitled to install and receive reimbursement from the Allowance any credit for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination any unused portion of the Improvement Allowance. Notwithstanding anything to the contrary in the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectivelythis Work Letter, the “Tenant Improvements”). All Tenant Improvements funded for Suites 101, 102 and M-100 shall provide for an open mezzanine to the first floor that is substantially similar to and consistent with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be mezzanine in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowanceoriginal Premises, and Landlord the Construction Costs shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) include the cost of any Tenant Improvements which are completed after the Completion Deadline. If and changes to the extent Base, Shell and Core that are necessary in order to accommodate such mezzanine ("Necessary Mezzanine Changes"); however, the foregoing shall not require Tenant Improvements completed during to construct any particular number of offices on the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesmezzanine.

Improvement Allowance. To help pay for the costs which are incurred by Tenant in designing, engineering and constructing any improvements which Tenant desires to make to the Premises including any work to be performed by Landlord for Tenant at Tenant’s expense pursuant to Section 3 above (the “First Amendment Improvements”) or for costs incurred by Tenant for cabling and relocation of Tenant’s furniture, fixtures and equipment during remodeling, Landlord shall provide make available to Tenant a tenant improvement an allowance of Fourteen and 35/100 Dollars ($14.35) per square foot of the actual rentable area of the Remaining Premises (which shall be determined after the demising wall has been constructed by Landlord in accordance with Section 3 above) (the “First Amendment Allowance”) ). Landlord shall pay the First Amendment Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, Approved CyberOptics Legal DH with supporting invoices for actual costs incurred and lien waivers from all contractors and subcontractors; it being agreed, however, that Landlord shall not be required to disburse any portion of the First Amendment Allowance if Tenant is then in default of its obligations under the Lease. If the actual cost of the First Amendment Improvements exceeds the amount of the First Amendment Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. Notwithstanding the foregoing, Tenant shall have the right to apply up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, includingto, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof more than (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12thi) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to Four and 35/100 Dollars ($4.35) times the Allocated Portion actual number of rentable square feet in the Remaining Premises of the Qualified First Amendment Allowance as a credit against the installments of Monthly Base Rent which are due and payable on or after the date on which this First Amendment has been fully executed and delivered, and (each as defined below), which shall be deducted from each ii) an amount equal to Five and 00/100 Dollars ($5.00) times the actual number of rentable square feet in the Remaining Premises of the ensuing monthly payments First Amendment Allowance as a credit against the installments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion Monthly Base Rent which are due and payable on or after July 1, 2011, in either case, by giving written notice to Landlord of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures amounts to be charged credited and against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost installments of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesMonthly Base Rent.

Improvement Allowance. a. Subject to the Soft Cost Limitation set forth above, Landlord shall provide to reimburse Tenant a tenant improvement allowance (“Allowance”) for Tenant's Costs incurred in connection with the construction of the Initial Improvements up to, but not exceeding, the amount of up the Improvement Allowance, less the amount of the Construction Management Fee, in accordance with the terms of this Improvement Allowance Section. Additionally, any Improvement Costs incurred by Landlord shall be deducted from the Improvement Allowance, and applied by Landlord to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), pay such Improvement Costs as such costs are incurred. The Improvement Allowance shall remain available to be used by Tenant to upfit and upgrade through the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from date which is 12 months following the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination Effective Date of the Lease to elect whether to retain or cause Amendment (the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”"Allowance Expiration Date"). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the Any portion of the Maximum Improvement Allowance used during remaining unused after the first Rental Year and Allowance Expiration Date shall forfeit and not be entitled to retained by Landlord. In the Unused event the Improvement Costs exceed the amount of the Improvement Allowance. , Tenant shall be responsible for coordinating timely payment of the entire overage. In no event shall Landlord be obligated to expend more than the Improvement Allowance. ▇. ▇▇ later than thirty (30) days after Landlord's receipt of the Certificate of Occupancy, and managing all other documents required under this paragraph, Landlord shall reimburse Tenant for ▇▇▇▇▇▇'s Costs incurred in designing and constructing the Initial Improvements (subject to the Soft Cost Limitation), in an amount up to but not exceeding the Improvement Allowance less the amount of the Construction Management Fee; provided, however, that such costs may be paid by Landlord directly to the Architect, the Contractor or any other party if so directed by ▇▇▇▇▇▇. Unless waived by ▇▇▇▇▇▇▇▇ in writing, no final reimbursement of ▇▇▇▇▇▇'s Costs will be made until the following documents have been received by Landlord: i. a copy of the final Certificate of Occupancy for the Third Expansion Premises, or such other certificate of occupancy as will permit Tenant Improvements to occupy and shall ensure use the Third Expansion Premises; ii. an AIA-approved completion certificate executed by Contractor, and an AIA-approved application for payment executed by the Architect, both in form and substance reasonably satisfactory to Landlord, or substitutes for such documents that all are reasonably acceptable to Landlord; iii. an affidavit or certificate executed by the Architect, the Contractor and Tenant that the Initial Improvements are performed in a good complete and workmanlike manner and constructed in accordance with the Final Plans; iv. a final contractor's affidavit from Contractor, in a form reasonably satisfactory to Landlord, satisfying the requirements of the laws of the state in which the Building is located in order to extinguish all lien rights in connection with the design and construction of the Initial Improvements; ▇. ▇▇▇▇▇ lien waivers from the Architect and all subcontractors, materialmen, and engineers providing goods or services in connection with the design and construction of the Initial Improvements; vi. Material Safety Data Sheets for all materials used in the construction of the Initial Improvements; vii. certified air balance reports from the HVAC contractor; viii. written warranties and maintenance specifications for all components of the Initial Improvements; and ix. such other documents as may be reasonably requested by Landlord in order to demonstrate that the Initial Improvements are complete; they have been constructed in accordance with the Final Plans and all applicable laws; and any liens or potential liens that could be filed against the Building or any interest therein have been extinguished. c. Notwithstanding the foregoing, rules Tenant may submit requests for interim payments during the Construction Period, provided that such requests may not be made more frequently than every thirty (30) days (the "Interim Payments"). Landlord shall pay the Interim Payments, less a retainage of twenty percent (20%) of the amount requested (the "Retainage"), to Tenant within ten (10) business days after ▇▇▇▇▇▇▇▇'s receipt of (i) Tenant's request for payment in a form reasonably acceptable to Landlord evidencing to Landlord's reasonable satisfaction the portion of the Initial Improvements completed through the date of such request and codesthe portion of the Tenant's Costs incurred through the date of such request; (ii) interim lien waivers from the Architect, the Contractor and all subcontractors, materialmen and engineers in a form reasonably acceptable to Landlord and meeting the requirements of applicable law to extinguish all lien rights of such parties in connection with Initial Improvements as completed through the effective date of such lien waivers; and (iii) documentation reasonably acceptable to Landlord reflecting that Tenant has paid to the appropriate party the amount for which reimbursement is requested by Tenant. In no event shall the Interim Payments exceed the amount of the Improvement Allowance. Final reimbursement of the Improvement Allowance, including the aggregate of the Retainage, will be made in accordance with the provisions Section 6(b) of this Work Letter. d. After the Improvement Allowance has been expended by Landlord, the principal amount of the Improvement Allowance, together with interest thereon calculated at the rate of twelve percent (12%) per annum, compounded monthly, shall be amortized evenly over the balance of the Lease Term, and so long as Tenant does not default in its monetary obligations under the Lease, and fail to cure such default within the applicable period of cure, if any, provided under the Lease, then the balance of the Improvement Allowance shall be reduced each month by the principal amount amortized each month, and upon Landlord's receipt of the final payment of rent due during the remaining Lease Term, Tenant shall have no liability to Landlord for the repayment of any portion of the Improvement Allowance or the interest that accrued and was amortized over the remaining Term of the Lease. In the event of an uncured Event of Default by Tenant under the Lease, then in addition to all of Landlord's other remedies available under the Lease, Tenant shall also be liable to Landlord for the entire unreduced principal balance of the Improvement Allowance remaining as of the date of default, and interest shall accrue at the rate of 12% per annum.

Improvement Allowance. a. Landlord shall provide make available to Tenant a tenant improvement an allowance (“Allowance”) in the amount of up to Three Hundred Fifty Thirty Thousand and No/100 Dollars ($350,000.0030,000.00) (the “Maximum Improvement Allowance”), ) to be used by Tenant applied to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation cost of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled performing the Conversion Work and/or other appropriate improvements to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Premises (collectively, the “Tenant ImprovementsImprovement Work”). All Tenant Improvements funded with the Allowance Improvement Work shall be completed on or before performed by Tenant’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”Improvement Allowance). No construction In addition, Tenant shall promptly (but in any event within thirty (30) days after written demand therefor) reimburse Landlord, as Additional Rent, for any out-of-pocket costs incurred by Landlord by reason of faulty work done by Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal or its general contractor, architect (if any) or subcontractors or inadequate clean-up, provided, however, that prior to the Allocated Portion of the Qualified Improvement Allowance Deadline (each as defined below), which shall be deducted from each any remaining Improvement Allowance that is still available after completion of the ensuing monthly payments of Basic Annual Rental Improvement Work may be applied to such costs. b. Tenant shall have until the Qualified date that is twelve (12) months after the Amendment Effective Date (the “Improvement Allowance is depleted. The Allocated Portion Deadline”) to expend the unused portion of the Improvement Allowance, after which date Landlord’s obligation to fund such costs shall expire. In no event shall any unused Improvement Allowance shall be equal entitle Tenant to a credit against Rent payable under the Lease. c. Upon submission by Tenant to Landlord of (i) a statement (a “Fund Request”) setting forth the total amount of the Improvement Allowance requested, (ii) a summary of the Improvement Work performed using AIA standard form Application for Payment (G 702) executed by the general contractor and by the architect (if applicable), (iii) invoices from the general contractor, the architect (if applicable), and any subcontractors, material suppliers and other parties requesting payment with respect to the amount expended of the Improvement Allowance then being requested, (iv) unconditional lien releases from the general contractor, the architect (if applicable) and each subcontractor and material supplier with respect to previous payments made by either Landlord or Tenant for the Improvement Work in a form acceptable to Landlord and complying with Applicable Laws, and (v) except with respect to the final Fund Request, conditional lien releases from the general contractor, the architect (if applicable) and each subcontractor and material supplier with respect to the Improvement Work performed that correspond to the Fund Request each in a form acceptable to Landlord and complying with Applicable Laws, then Landlord shall, within thirty (30) days following receipt by Landlord of a Fund Request and the accompanying materials required by this Section, pay to (as elected by Landlord) the applicable contractors, architect (if any), subcontractors and material suppliers or Tenant (for reimbursement for payments made by Tenant to such contractors, architect, subcontractors or material suppliers as a result of Tenant’s decision to pay for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13Improvement Work itself and later seek reimbursement from Landlord in the form of one lump sum payment), the amount of the Improvement Work costs set forth in such Fund Request. On or before Notwithstanding anything in this Section to the Completion Deadlinecontrary, Tenant shall provide to Landlord copies of receipts not submit a Fund Request for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant ImprovementsImprovement Work more often than every thirty (30) days. Any additional Fund Requests submitted by Tenant shall be solely void and of no force or effect. d. The general contractor, architect (if any) and subcontractors responsible for payment the construction of the Improvement Work shall be selected by Tenant and approved by Landlord, which approval Landlord shall not unreasonably withhold, condition or delay. Landlord may refuse to use any general contractor, architect (if any), subcontractors or material suppliers that portion Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to perform work in an occupied Class “A” laboratory research building and in tenant-occupied lab areas. All Tenant contracts related to the Improvement Work shall provide that Tenant may assign such contracts and any warranties with respect to the Improvement Work to Landlord at any time. e. Tenant, at its sole cost and expense (except for the Improvement Allowance) shall perform the Improvement Work in compliance with Applicable Laws, the requirements of a) Tenant’s insurance carriers, the costs requirements of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and Landlord’s insurance carriers (to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance Landlord provides its insurance carriers’ requirements to Tenant) and the cost board of fire underwriters having jurisdiction over the Premises. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.10, 17.11, 17.12 and 17.13 of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant Existing Lease shall be entitled only apply to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesImprovement Work.

Improvement Allowance. Provided there exists no material default (beyond any applicable grace period) under the terms of the Lease, Landlord shall provide pay to Tenant a tenant improvement allowance the Twentieth Floor Part B Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (“Allowance”5th) in day of the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), month during which payment is to be used made. Each draw request shall be accompanied by Tenant to upfit and upgrade an invoice from the Premises, in Tenant’s discretionconstruction manager, includingcontractor, but not limited toarchitect, floor coveringsengineer, painting, lighting and installation designer or other permitted third party specifying the percentage of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled completion as to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to items performed and invoiced and the amount expended by Tenant to be drawn for Tenant Improvements completed on or before such services and shall include a lien waiver from the Completion Deadline (“Qualified Allowance”) divided by 13Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the Completion Deadlinetwenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord copies of receipts for all expenditures final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to be charged against the Allowancecontrary, and draw requests received by Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadlinefifth (5th) day of the month shall not require payment; to Tenant, or other designated third party until the twenty-sixth (26th) day of the following month. If and In the event that Tenant’s expenditures for improvements to the extent the Tenant Improvements completed during the first Rental Year Twentieth Floor Part B are less than the Maximum Allowance Twentieth Floor Part B Improvement Allowance, the remaining balance (the difference between the Maximum Allowance and the cost after reimbursing Tenant for such expenditures) of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant Twentieth Floor Part B Improvement Allowance shall be entitled only to credited against Annual Rent next coming due under the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. Provided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant a tenant improvement an allowance (the “Improvement Allowance”) in the an amount of up to Three One Million Five Hundred Eighteen Thousand Nine Hundred Fifty Thousand and No/100 Dollars ($350,000.001,518,950,00) (“Maximum Allowance”), or Forty-Two and 50/100 Dollars ($42.50) per rentable square foot of the Premises) to be used by applied solely to the Construction Costs. Notwithstanding the foregoing, Tenant to upfit hereby expressly acknowledges and upgrade agrees that Tenant shall expend no less than One Million One Hundred Sixty-One Thousand Five Hundred Fifty Dollars ($1,161,550.00) (or Thirty-Two and 50/100 Dollars ($32.50). per rentable square foot of the Premises) on Construction Costs associated with the construction of the Tenant Improvements. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, in Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant’s discretion. Tenant shall submit to Landlord, includingfrom time to time, but not limited tomore often then once per calendar month, floor coveringsrequests for direct payments to third parties, paintingof or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, lighting which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and installation (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of a compressed air system, but excluding any expenditures for ninety percent (90%) of the Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s equipmentoccupancy of the Premises; (B) if previously submitted by Landlord to Tenant, personal property Tenant’s execution and delivery to Landlord of the Declaration attached to the Lease as Exhibit C; (C) receipt by Landlord of appropriate paid receipts or trade fixturesinvoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; except that that 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 permitted hereunder within nine (9) months of the Effective Date, any unused portion of the Improvement Allowance not so used shall be entitled retained by Landlord. Notwithstanding the foregoing, Tenant may elect to install and receive reimbursement from use all or any portion of the unused Improvement Allowance for trade fixtures(but in no event more than Three Hundred Fifty-Seven Thousand Four Hundred Dollars ($357,400.00) (or Ten Dollars ($10.00) per rentable square foot of the Premises)) to defray (x) Annual Base Rent payable by Tenant pursuant to the Lease, provided that Tenant agrees in writing gives written notice to Landlord of Tenant’s election to utilize such credit at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof least ten (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th10) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal business days prior to the Allocated Portion due date of the Qualified Allowance any installment of Annual Base Rent for which Tenant elects to use such credit, or (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal y) Tenant’s costs associate with its move to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline Premises (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”excluding legal fees), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codes.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a tenant one-time improvement allowance (the “Improvement Allowance”) in the amount of up to Three Hundred Fifty Thousand Twenty and No/100 Dollars ($350,000.0020.00) per rentable square foot of the Premises for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Maximum Improvements”). In addition, Landlord shall reimburse Tenant for fees paid to Tenant’s Space Planner, HOK, up to a maximum of 15/100 Dollars ($.15) per rentable square foot of the Premises (the “Preliminary Plan Allowance”), to be used by Tenant to upfit and upgrade prepare a preliminary space plan for the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that LandlordPremises (or, at Landlord’s optionelection, Landlord shall pay such amount directly to HOK). In no event shall Landlord be entitled at obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the expiration or termination Improvement Allowance (plus such Preliminary Plan Allowance). If by December 31, 2010, Tenant has not used the entire amount of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided Improvement Allowance for non-structural alterations in Section 9.3 hereof Improvement Allowance Items (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of then the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the unused portion of the Maximum Improvement Allowance used during (up to a maximum of Fifteen Dollars ($15.00) per rentable square foot of the Premises) shall be applied as a credit against the Monthly Basic Rental immediately next due under this Lease. If Landlord fails or refuses to disburse the Improvement Allowance to Tenant contrary to the provisions of this Lease, then Tenant shall have the right to offset all of the undisbursed portion of the Improvement Allowance against the first payment of monthly Basic Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesthereafter due hereunder.

Improvement Allowance. provided there exists no material default (beyond any applicable grace period) under the terms of the Lease, Landlord shall provide pay to Tenant a tenant improvement allowance the Ninth Expansion Option Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (“Allowance”5th) in day of the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), month during which payment is to be used made. Each draw request shall be accompanied by Tenant to upfit and upgrade an invoice from the Premises, in Tenant’s discretionconstruction manager, includingcontractor, but not limited toarchitect, floor coveringsengineer, painting, lighting and installation designer or other permitted third party specifying the percentage of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled completion as to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to items performed and invoiced and the amount expended by Tenant to be drawn for Tenant Improvements completed on or before such services and shall include a lien waiver from the Completion Deadline (“Qualified Allowance”) divided by 13Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the Completion Deadlinetwenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws . Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadlinefifth (5th) day of the month shall not require payment to Tenant, or other designated third party until the twenty-sixth (26th) day of the following month. If and In the event that Tenant’s expenditures for improvements to the extent the Tenant Improvements completed during the first Rental Year Ninth Expansion Option Space are less than the Maximum Ninth Expansion Option Improvement Allowance the remaining balance (the difference between the Maximum Allowance and the cost after reimbursing Tenant for such expenditures) of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant Ninth Expansion Option Improvement Allowance shall be entitled only to credited against Annual Rent next coming due under the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. a. Landlord shall provide the Improvement Allowance to Tenant a tenant improvement allowance in accordance with the terms of this Exhibit. b. Except as may be expressly provided to the contrary in this Exhibit, the Improvement Allowance shall be applied solely towards payment of the Improvement Costs (“Allowance”) in specifically excluding furniture, fixtures, equipment, and/or data cabling). c. If, as of the amount 18-month anniversary of up to Three Hundred Fifty Thousand the date on which the Lease is fully executed and No/100 Dollars ($350,000.00) (“Maximum Allowance”)delivered, to any portion of the Improvement Allowance remains undisbursed, the Improvement Allowance shall be used deemed reduced by such undisbursed 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 upfit Tenant, credited against Rent, or applied to Tenant’s moving costs or prior lease obligations. d. By written notice to Landlord received prior to Substantial Completion and upgrade Tenant’s occupancy of the Premises, Tenant shall have the right to increase the Improvement Allowance by up to an additional $55.00 per rentable square foot in Tenant’s discretionthe Premises (or a total of $1,296,790.00). If Tenant timely exercises such right, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that the additional allowance amount requested by Tenant shall be entitled referred to install herein as the “Additional Allowance”, and receive reimbursement from the Improvement Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled deemed increased by the Additional Allowance. If Tenant timely exercises its right to the Additional Allowance, then notwithstanding anything to the contrary in the Lease: (i) Landlord shall amortize the Additional Allowance over 120 months on a straight-line basis with interest at 8%; (ii) from and after the expiration or termination Fixed Rent Start Date, all of the monthly Fixed Rent amounts set forth in Section 1(i) of the Lease to elect whether to retain or cause the Tenant to remove shall be increased by such trade fixtures as provided for non-structural alterations in Section 9.3 hereof monthly amortized amounts (collectively, the “Tenant ImprovementsMonthly Allowance Increase”). All Tenant Improvements funded with ; (iii) the Allowance Security Deposit shall be completed on or before increased by the end of the twelfth Monthly Allowance Increase; (12thiv) full calendar month of the Term (“Completion Deadline”). No construction of within 30 days Tenant Improvements funded shall provide Landlord with the Allowance shall occur after the Completion Deadline. The Allowance shall be a new LOC in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion prior LOC amount plus the Additional Allowance, after which Landlord shall return to Tenant the prior LOC; and (iv) Landlord may prepare and deliver to Tenant an amendment to the Lease (which amendment may be included as part of the Qualified Allowance (each as defined below), which shall be deducted from each of COLT) reflecting the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvementsforegoing. Tenant shall be solely responsible promptly execute and return to Landlord the amendment for payment Landlord’s counter-signature, together with a check for 2 times the Monthly Allowance Increase (representing the balance due for the Security Deposit and prepaid Fixed Rent pursuant to Section 4(b) of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion DeadlineLease). If and Tenant fails to execute or object to the extent amendment within 10 days of receipt, the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant amendment shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesdeemed accepted by Tenant.

Improvement Allowance. Landlord shall provide to Tenant a tenant improvement allowance (“Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from an improvement allowance in the Allowance for trade fixturesamount of $181,200.00 (i.e., provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination $30.00 per rentable square foot of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Suite 750 Expansion Space) (collectively, the “Suite 750 Allowance”) to perform improvements, alterations and additions to the Suite 750 Expansion Space. In addition, if Tenant Improvements”). All Tenant Improvements funded with properly exercises its Suite 750 Expansion Option pursuant to this Section 10, Landlord shall also increase the Allowance shall be completed on or before the end amount of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Suite 700 Allowance shall occur after the Completion Deadline. The Allowance shall be described in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in Exhibit B by an amount equal to the Allocated Portion $104,910.00 (i.e., $10.00 per rentable square foot of the Qualified Allowance (each as defined belowSuite 700 Expansion Space), which shall be deducted from each so the amount of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Suite 700 Allowance shall be equal increased from $209,820.00 to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13$314,730.00. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord The Suite 750 Allowance shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) applied toward the cost of any Tenant Improvements which are completed after initial improvements to be performed in the Completion DeadlineSuite 750 Expansion Space (the “Suite 750 Improvements”) by Tenant, including the cost of preparing plans, drawings and specifications in connection therewith. If The Suite 750 Allowance shall be applied and disbursed in the same manner and subject to the extent same limitations set forth in Exhibit B hereto with respect to the Tenant Improvements completed Suite 700 Allowance. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Suite 750 Allowance during the first Rental Year are less than continuance of an uncured default under the Maximum Lease, as amended hereby, and Landlord’s obligation to disburse shall only resume when and if such default is cured. The Suite 750 Allowance may only be used for the cost of labor, material, permits, professional services fees (including, without limitation, engineers foes and LEED certified professional fees), and contractors fees for the difference between Suite 750 Improvements to the Maximum Allowance Suite 750 Expansion Space and the cost of preparing plans and drawings in connection therewith. In no event shall the Tenant Improvements completed during Suite 750 Allowance be used for the first Rental Year being purchase of equipment, furniture or other items of personal property of Tenant. Any Suite 750 Allowance remaining after the “Unused Allowance”), date which is six (6) months following the commencement of the Suite 750 Term shall accrue to Landlord and Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codeshave no claim connection therewith.

Improvement Allowance. Subject to the terms of this Section 9.3.2, Landlord shall provide to Tenant a tenant with an improvement allowance of up to [***] in the aggregate (the “Improvement Allowance”) in for Initial Alterations (defined below) completed by or on behalf of Tenant at Tenant’s cost pursuant to the amount terms of up to Three Hundred Fifty Thousand and No/100 Dollars this Lease or the [***] Lease ($350,000.00) (“Maximum Allowance”), to excluding the purchase or installation of any Equipment or other Tenant’s Personal Property that is or may be used removable by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month Term pursuant to Section 13.2, below, unless expressly included within the definition of the Term (“Completion Deadline”Tenant Datacenter Space Installations). No construction For the avoidance of Tenant Improvements funded with doubt, the Improvement Allowance shall occur after set forth in this Lease constitutes the Completion Deadline. The same improvement allowance as set forth in the [***] Lease (not an additional improvement allowance) and may be used for either the Datacenter Space or the [***] Datacenter Space at Tenant’s election; provided, however, the Improvement Allowance shall be in apportioned between the form of an abatement of Basic Annual Rental commencing Datacenter Space and the thirteenth month [***] Datacenter Space based on the kW attributable to each space for purposes of the Term in an amount equal calculation of additional Base Rent. The portion of the Improvement Allowance apportioned to the Allocated Portion Datacenter Space as set forth in this Section 9.3.2 (a) shall be amortized over the Initial Term on a straight line basis with three percent (3%) increases on each anniversary of the Qualified Allowance Commencement Date and (each as defined below), which b) shall be deducted from each added to Base Rent payable during the Initial Term as set forth in Item 8(a) of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depletedLease Information. The Allocated Portion of the Improvement Allowance shall be equal used as follows: [***] Information has been omitted and submitted separately to the amount expended by Tenant for Tenant Improvements completed on or before Securities and Exchange Commission. Confidential treatment has been requested with respect to the Completion Deadline (“Qualified Allowance”) divided by 13omitted portions. 9.3.2.1. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on apply the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with Improvement Allowance toward the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion DeadlineInstallation Costs pursuant to Section 4.1.5, above. 9.3.2.2. If and the Improvement Allowance is not full utilized pursuant to the extent the Tenant Improvements completed Section 9.3.2.1 above, then, during the first Rental Year are less than the Maximum Allowance (the difference period of time between the Maximum Allowance and the cost completion of the Tenant Improvements completed during Datacenter Space Installations and the end of the first Rental Year nine (9) months of the Initial Term, time being of the “Unused Allowance”)essence, Tenant may request, in which event Landlord shall be entitled only provide within thirty (30) days thereafter, up to the entire amount of the unused Improvement Allowance to be used for additional Initial Alterations, on a reimbursement basis only, following delivery to Landlord of copies of all pertinent invoices, billing statements evidencing payment in full and executed unconditional waivers and releases of lien rights from all contractors, subcontractors and materialmen providing services or materials for such Initial Alterations. Following the first nine (9) months of the Initial Term, time being of the essence, any portion of the Maximum Improvement Allowance used for which Tenant has not requested reimbursement or has not provided the requested documentation to Landlord as set forth herein shall be deemed to be forfeited by Tenant. 9.3.2.3. Notwithstanding anything to the contrary herein, in no event shall Tenant be eligible to receive all or any portion of the Improvement Allowance if, on the date on which Tenant requests reimbursement for completed Initial Alterations, there shall be an uncured Event of Default by Tenant under this Lease or if more than two (2) Events of Default shall have occurred during the first Rental Year and shall forfeit and not be entitled twelve (12) month period prior to the Unused Allowancedate on which Tenant requests reimbursement hereunder. 9.3.2.4. For purposes of this Section 9.3.2, the term “Initial Alterations” shall mean all initial installations and Alterations needed for Tenant shall be responsible to begin using the Premises for coordinating and managing the Permitted Use (including, without limitation, the Tenant Improvements and shall ensure that all Tenant Improvements are performed Datacenter Space Installations), as determined by Landlord in a good and workmanlike manner and in accordance with all applicable laws, rules and codesits discretion.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a one-time tenant improvement allowance (the “Improvement Allowance”) in the amount of up $4.00 per rentable square foot of the 3560 ▇▇▇▇▇▇▇ Premises (i.e., an amount not to Three Hundred Fifty Thousand and No/100 Dollars exceed $301,504.00 based on 75,376 rentable square feet in the 3560 ▇▇▇▇▇▇▇ Premises) for the costs relating to Tenant’s improvements that are permanently affixed to the 3560 ▇▇▇▇▇▇▇ Premises ($350,000.00) (the “Maximum AllowanceImprovements”). Other than Landlord’s obligation to disburse the Improvement Allowance pursuant to this Tenant Work Letter, Tenant shall be responsible for all costs relating to be used by Tenant the design and construction of the Improvements (including, without limitation, the cost of any legal compliance requirements required to upfit and upgrade comply with Laws, in the 3560 ▇▇▇▇▇▇▇ Premises, Building or Common Areas which are triggered by the Improvements, including any costs to comply with the Americans with Disabilities Act (the “ADA”) within the 3560 ▇▇▇▇▇▇▇ Premises) and in Tenant’s discretionno event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Improvement Allowance, includingand in no event shall Tenant be entitled to any excess, but credit, deduction or offset against Rent for any unused portion of the Improvement Allowance; provided, that, so long as Tenant is not limited toin default under the Lease or this Tenant Work Letter beyond all applicable notice and cure periods and the costs of the completed Improvements are less than the Improvement Allowance, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install apply (“Tenant’s Application Right”) any unused portion of the Improvement Allowance towards the next successive payment(s) of Base Monthly Rent due and receive reimbursement from payable under the terms of the Lease; provided, further, that in the event Tenant fails to notify Landlord in writing of Tenant’s election to so apply any such unused portion of the Improvement Allowance by December 31, 2025, Tenant shall have no further right to so apply any such unused portion. All Improvements for which the Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease. If Tenant has not requested payment of any portion of the Improvement Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Improvement Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Items (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below)) or exercised Tenant’s Application Right by December 31, which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline2024, then Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements any further payments of, and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable lawsnot have any further right to, rules and codessuch portion of the Improvement Allowance.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a tenant one-time improvement allowance (the “Improvement Allowance”) in the amount of up $13,227,600.00 (based on $150.00 per rentable square foot of the Premises) for the costs relating to Three Hundred Fifty Thousand the initial design and No/100 Dollars ($350,000.00construction of Tenant’s improvements which are permanently affixed to the Premises or exclusively serving the Premises) (the “Maximum AllowanceImprovements”)) and for the other Improvement Allowance Items described in Section 2.2 below. In addition to the Improvement Allowance and subject to the terms and conditions of Section 1.2 above, to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install a one-time additional base building allowance (the “Base Building Allowance”) in the amount of $1,000,000.00 for the costs relating to the initial design and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination construction of the Lease to elect whether to retain or cause Base Building Improvements and for the Tenant to remove such trade fixtures as provided for non-structural alterations other Improvement Allowance Items described in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end 2.2 below and it being agreed that any unused portion of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Base Building Allowance shall occur after the Completion Deadline. The Allowance shall may be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal applied to the Allocated Portion of the Qualified Improvement Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal Items otherwise relating to the amount expended Tenant’s Improvements and the costs incurred by Tenant for exterior work, structural frames and/or footings, or other base building work performed by Tenant as part of the Improvements. In no event shall the Base Building Allowance be utilized toward the costs of Improvements completed on or before except as provided above and in no event shall the Completion Deadline Improvement Allowance be used toward the cost of construction of the Base Building Improvements; provided, however, both the Base Building Allowance and Improvement Allowance may be used toward the costs of the Improvement Allowance Items. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter (“Qualified Allowance”including for Improvement Allowance Items described in Section 2.2. below) divided by 13. On or before in a total amount which exceeds the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Improvement Allowance, the Base Building Allowance and Landlord the Test Fit Allowance. Further, in no event shall Tenant be entitled to rely on the accuracy of all invoices and fee statements any credit for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that any portion of athe Improvement Allowance and/or the Base Building Allowance not used or requested by Tenant by the date that is eighteen (18) months after the latest to occur of (i) the costs of Tenant Improvements that exceed Pod 4 Portion Commencement Date or (ii) Pod 5 Commencement Date, as the Maximum case may be. In addition to the Improvement Allowance and bBase Building Allowance, Landlord hereby agrees to reimburse Architect to prepare a “test fit” plan for the Premises and one (1) revision thereto, up to $8,818.40 (based upon $0.10 per rentable square foot of the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance Premises) (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Test Fit Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codes.

Improvement Allowance. Landlord shall provide to 7.01 Improvement Allowance Provided there exists no material default (beyond any applicable grace period) under the terms of the Lease, and Tenant a tenant improvement allowance (“Allowance”) in satisfies the amount conditions of up to Three Hundred Fifty Thousand Articles 7.03 and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination 7.05 of the Lease as it relates to elect whether alterations made by Tenant, Landlord shall pay to retain or cause the Tenant to remove such trade fixtures an Improvement Allowance as provided for non-structural alterations in Section 9.3 hereof follows: (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12tha) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to Three Million Seven Hundred Fifty Five Thousand Five Hundred and Five and no/I 00 Dollars ($3,755,505.00) based on Fifteen and no/100 Dollars ($15.00) per Square Foot in the Allocated Portion Premises as of the Qualified Restated Amendment Date (the “First Allowance”) to be used for improvements to be constructed in the Premises or modifications to the Cabinet in the Retail Facility, as described in below Paragraph 9 below, at any time between the Restated Amendment Date and December 31, 2006. In the event that Tenant’s expenditures for these improvements to the Premises are less than the First Allowance, the remaining balance of the First Allowance, up to a maximum of fifteen percent (15%) of the First Allowance, will be credited against Annual Rent next coming due under the Lease; and (b) an amount equal to ($10.00) per Square Foot in the Premises as of the date Tenant requests the allowance (the “Second Allowance”) to be used for improvements to be constructed in the Premises, or for modifications to the Cabinet in the Retail Facility as described in Paragraph 9 below, at any time between January 1, 2008 and December 31, 2010. In the event that Tenant’s expenditures for these improvements to the Premises are less than the Second Allowance, the. remaining balance of the Second Allowance, up to a maximum of fifteen percent (15%) of the Second Allowance, will be credited against Annual Rent next coming due under the Lease. 7.02 Tenant is responsible for all improvements to the Premises. Tenant may request the Improvement Allowance in monthly intervals. Any draw requests must be submitted to Landlord no later than the fifth (each 5th) day of the month during which payment is to be made. Each draw request must 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 defined below), which shall be deducted from to each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to items performed and the amount expended by Tenant to be drawn for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13such services. On or before the Completion Deadlinetwenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to Tenant or, at Tenant’s request, to Tenant’s designee. Payment shall be consistent with the amount set forth in the invoice, and at such time as Landlord makes such payment, Tenant (or Tenant’s designee) shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and submit lien waivers equal to the extent items included on Tenant’s invoice. Upon the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost final completion of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”)Tenant’s Work, Tenant shall be entitled only required to provide to Landlord final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the portion contrary, draw requests received by Landlord after the fifth (5th) day of the Maximum Allowance used during month shall not require payment to Tenant or other designated third party until the first Rental Year and shall forfeit and not be entitled to twenty-sixth (26th) day of the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesfollowing month.

Improvement Allowance. 1. To help defray the costs of the Tenant Improvements for the Phase I Space and the Phase II Space and the costs incurred in moving into the Phase I Space and Phase II Space, Landlord agrees to make available to Tenant an allowance in an amount of up to Thirty Dollars ($30.00) times the Rentable Area of the Phase I Space and the Phase II Space (the "PHASE I & II SPACE IMPROVEMENT ALLOWANCE"). The Phase I & II Space Improvement Allowance shall be payable on account of costs incurred in designing and constructing the Tenant Improvements (including all consultant fees which directly relate to the Tenant Improvements, construction costs, permits, cabling, architectural engineering plans) for the Phase I Space and the Phase II Space and for moving costs. For so long as Tenant is not in default under this Lease, Landlord shall provide pay the Phase I & II Space Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw request, with supporting lien waivers from all material contractors and subcontractors delivered one month in arrears. Landlord shall be permitted to offset against the Phase I & II Space Improvement Allowance any amounts past due to Landlord by Tenant under this Lease. If the actual costs of the Tenant Improvements for the Phase I Space and the Phase II Space plus the costs incurred in moving into the Phase I Space and Phase II Space exceed the amount of the Phase I & II Space Improvement Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If the actual costs of the Tenant Improvements for the Phase I Space and the Phase II Space plus the costs incurred in moving into the Phase I Space and Phase II Space are less than the Phase I & II Space Improvement Allowance, Landlord shall credit up to but not more than $5.00 per square foot of the Phase I & II Space Improvement Allowance against the first installments of Base Rent which are due and payable under this Lease for the Phase I Space and the Phase II Space. Landlord's obligation to make the Phase I & II Space Improvement Allowance available (other than in the form of a credit against Base Rent in an amount not to exceed $5.00 per square foot) to Tenant shall expire with respect to any portion of the Phase I & II Space Improvement Allowance that is not used by Tenant on or before January 1, 2006. 2. To help defray the costs of the Tenant Improvements for the Phase III Space and the costs incurred in moving into the Phase III Space, Landlord agrees to make available to Tenant an allowance in an amount of up to Thirty Dollars ($30.00) times the Rentable Area of the Phase III Space (the "PHASE III SPACE IMPROVEMENT ALLOWANCE"). The Phase III Space Improvement Allowance shall be payable on account of costs incurred in designing and constructing the Tenant Improvements (including all consultant fees which directly relate to the Tenant Improvements, construction costs, permits, cabling, architectural engineering plans) for the Phase III Space plus the costs incurred in moving into the Phase III Space. For so long as Tenant is not in default under this Lease, Landlord shall pay the Phase III Space Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and upon receipt of such documentation as is required by title insurance companies and institutional construction lenders. Landlord shall be permitted to offset against the Phase III Space Improvement Allowance any amounts past due to Landlord by Tenant under this Lease. If the actual costs of the Tenant Improvements for the Phase III Space plus the costs incurred in moving into the Phase III Space exceed the amount of the Phase III Space Improvement Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If the actual costs of the Tenant Improvements for the Phase III Space plus the costs incurred in moving into the Phase III Space are less than the Phase III Space Improvement Allowance, Landlord shall credit up to but not more than $5.00 per square foot of the Phase III Space Improvement Allowance against the first installments of Base Rent which are due and payable under this Lease for the Phase III Space. Landlord's obligation to make the Phase III Space Improvement Allowance available to Tenant shall expire (other than in the form of a credit against Base Rent in an amount not to exceed $5.00 per square foot) with respect to any portion of the Phase III Space Improvement Allowance that is not used by Tenant on or before March 1, 2007. 3. The Phase I & II Space Improvement Allowance and the Phase III Space Improvement Allowance shall be treated by Landlord and Tenant as a tenant improvement allowance and all of the leasehold improvements that are constructed as part of the Tenant Improvements and paid for with the Phase I & II Space Improvement Allowance and the Phase III Space Improvement Allowance shall be owned by Landlord. 4. If Landlord fails to pay any portion of the Phase I & II Space Improvement Allowance or the Phase III Space Improvement Allowance which is properly due and payable, the unpaid amount shall bear interest until paid at the Interest Rate, and if Landlord fails to pay such properly due and payable amount within ten (“Allowance”10) in the business days after receiving written from Tenant that such amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”)was not paid when due, to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that then Tenant shall be entitled to install offset said amounts (including interest) against Rent due and receive reimbursement from payable under the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. Provided there exists no material default (beyond any applicable grace period) under the terms of the Lease, Landlord shall provide pay to Tenant a tenant improvement allowance the Eighth Floor Part A Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (“Allowance”5th) in day of the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), month during which payment is to be used made. Each draw request shall be accompanied by Tenant to upfit and upgrade an invoice from the Premises, in Tenant’s discretionconstruction manager, includingcontractor, but not limited toarchitect, floor coveringsengineer, painting, lighting and installation designer or other permitted third party specifying the percentage of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled completion as to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to items performed and invoiced and the amount expended by Tenant to be drawn for Tenant Improvements completed on or before such services and shall include a lien waiver from the Completion Deadline (“Qualified Allowance”) divided by 13Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the Completion Deadlinetwenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord copies of receipts for all expenditures final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to be charged against the Allowancecontrary, and draw requests received by Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadlinefifth (5th) day of the month shall not require payment to Tenant, or other designated third party until the twenty-sixth (26th) day of the following month. If and In the event that Tenant’s expenditures for improvements to the extent the Tenant Improvements completed during the first Rental Year Eighth Floor Part A are less than the Maximum Allowance Eighth Floor Part A Improvement Allowance, the remaining balance (the difference between the Maximum Allowance and the cost after reimbursing Tenant for such expenditures) of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant Eighth Floor Part A Improvement Allowance shall be entitled only to credited against Annual Rent next coming due under the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a one-time tenant improvement allowance (the “Improvement Allowance”) in the amount of up $25.00 per square foot of the Premises for the costs relating to Three Hundred Fifty Thousand the initial design and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in construction of Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except improvements that that Tenant shall be entitled are permanently affixed to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Premises (collectively, the “Tenant Improvements”). All In addition, Landlord will provide Tenant Improvements funded with up to One and 50/100 Dollars ($1.50) per square foot of the Premises for space planning, design and engineering fees (“Soft Cost Allowance”) and a lump sum of $10,809.56 for lighting upgrades (“Lighting Allowance”). For the purposes of this Work Letter, the Soft Cost Allowance and the Lighting Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall deemed to be included in the form definition of an abatement of Basic Annual Rental commencing “Improvement Allowance.” Other than Landlord’s obligation to disburse the thirteenth month of the Term in an amount equal Improvement Allowance pursuant to the Allocated Portion of the Qualified Allowance (each as defined below)this Tenant Work Letter, which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating all costs relating to the design and managing construction of the Tenant Improvements and in no event shall ensure that all Landlord be obligated to make disbursements pursuant to this Tenant Improvements are performed Work Letter in a good total amount which exceeds the Improvement Allowance. All Improvements constructed pursuant to this Work Letter shall be deemed Landlord’s property under the terms of Section 8.5 of the Lease. Tenant shall not be entitled to any credit for any unused portion of the Improvement Allowance, except that Tenant may apply any unused Improvement Allowance to (i) cover its costs of moving into the Premises, costs of furniture, fixtures and workmanlike manner and equipment to be used in the Premises or (ii) (provided that Tenant first satisfies all obligations under this Lease for the first twelve (12) months of the Lease Term) as a credit against Tenant’s Base Rent for the thirteenth (13th) and/or fourteenth (14th) full month(s) of the Lease Term. The foregoing credit will be paid to Tenant (or credited against Base Rent) after written notice from Tenant after the substantial completion of the Improvements; provided that Tenant must make a written request for such amounts on or before December 31, 2008 or it will forfeit the right to such credit. Notwithstanding the foregoing, Tenant will complete Improvements in the Premises in substantial accordance with all applicable laws, rules and codesthe preliminary plan previously provided to the Architect by Tenant.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a tenant one-time improvement allowance (the “Improvement Allowance”) in the amount of up $620,572.40 (based on $25.10 per rentable square foot of the Premises) for the costs relating to Three Hundred Fifty Thousand the initial design and No/100 Dollars construction of Tenant’s improvements which are permanently affixed to the Premises ($350,000.00the “Improvements”) (“Maximum Allowance”), and the other items described in Section 2.2 of this Tenant Work Letter. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Improvement Allowance and in no event shall Tenant be entitled to any credit for any unused portion of the Improvement Allowance not used by Tenant by December 31, 2007. Landlord shall be permitted to upfit and upgrade construct the Improvements during Tenant’s occupancy of the Premises. Tenant hereby agrees that the construction of the Improvements shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent payable pursuant to the Lease. Landlord shall have no responsibility for, in or for any reason be liable to, Tenant for any direct or indirect injury to or interference with Tenant’s discretionbusiness arising from the construction of the Improvements, including, but not limited to, floor coverings, painting, lighting and installation nor shall Tenant be entitled to any compensation or damages from Landlord for loss of a compressed air system, but excluding the use of the whole or any expenditures for part of the Premises or of Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement improvements resulting from the Allowance for trade fixtures, provided that Tenant agrees in writing at construction of the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Improvements or Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain Landlord’s contractor’s or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished agent’s actions in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost construction of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”)Improvements, Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible or for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codes.any inconvenience or

Improvement Allowance. Subject to the terms of this Section 9.3.2, Landlord shall provide to Tenant a tenant with an improvement allowance of up to [***] in the aggregate (the “Improvement Allowance”) in for Initial Alterations (defined below) completed by or on behalf of Tenant at Tenant’s cost pursuant to the amount terms of up to Three Hundred Fifty Thousand and No/100 Dollars this Lease or the [***] Lease ($350,000.00) (“Maximum Allowance”), to excluding the purchase or installation of any Equipment or other Tenant’s Personal Property that is or may be used removable by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month Term pursuant to Section 13.2, below, unless expressly included within the definition of the Term (“Completion Deadline”Tenant Datacenter Space Installations). No construction For the avoidance of Tenant Improvements funded with doubt, the Improvement Allowance shall occur after set forth in this Lease constitutes the Completion Deadline. The same improvement allowance as set forth in the [***] Lease (not an additional improvement allowance) and may be used for either the Datacenter Space or the [***] Datacenter Space at Tenant’s election; provided, however, the Improvement Allowance shall be in apportioned between the form of an abatement of Basic Annual Rental commencing Datacenter Space and the thirteenth month [***] Datacenter Space based on the kW attributable to each space for purposes of the Term in an amount equal calculation of additional Base Rent. The portion of the Improvement Allowance apportioned to the Allocated Portion Datacenter Space as set forth in this Section 9.3.2 (a) shall be amortized over the Initial Term on a straight line basis with three percent (3%) increases on each anniversary of the Qualified Allowance Commencement Date and (each as defined below), which b) shall be deducted from each added to Base Rent payable during the Initial Term as set forth in Item 8(a) of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depletedLease Information. The Allocated Portion of the Improvement Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and used as follows: 9.3.3.1 Landlord shall be entitled to rely on apply the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with Improvement Allowance toward the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) Installation Costs pursuant to Section 4.1.5, above. 9.3.3.2 If the costs of Tenant Improvements that exceed the Maximum Improvement Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and is not full utilized pursuant to the extent the Tenant Improvements completed Section 9.3.2.1 above, then, during the first Rental Year are less than the Maximum Allowance (the difference period of time between the Maximum Allowance and the cost completion of the Tenant Improvements completed during Datacenter Space Installations and the end of the first Rental Year nine (9) months of the Initial Term, time being of the “Unused Allowance”)essence, Tenant may request, in which event Landlord shall be entitled only provide within thirty (30) days thereafter, up to the entire amount of the unused Improvement Allowance to be used for additional Initial Alterations, on a reimbursement basis only, following delivery to Landlord of copies of all pertinent invoices, billing statements evidencing payment in full and executed unconditional waivers and releases of lien rights from all contractors, subcontractors and materialmen providing services or materials for such Initial Alterations. Following the first nine (9) months of the Initial Term, time being of the essence, any portion of the Maximum Improvement Allowance used for which Tenant has not requested reimbursement or has not provided the requested documentation to Landlord as set forth herein shall be deemed to be forfeited by Tenant. 9.3.3.3 Notwithstanding anything to the contrary herein, in no event shall Tenant be eligible to receive all or any portion of the Improvement Allowance if, on the date on which Tenant requests reimbursement for completed Initial Alterations, there shall be an uncured Event of Default by Tenant under this Lease or if more than two (2) Events of Default shall have occurred during the first Rental Year and shall forfeit and not be entitled twelve (12) month period prior to the Unused Allowance. date on which Tenant requests reimbursement hereunder. 9.3.3.4 For purposes of this Section 9.3.2, the term “Initial Alterations” shall be responsible mean all initial installations and Alterations needed for coordinating and managing Tenant to begin using the Premises for the Permitted Use (including, without limitation, the Tenant Improvements and shall ensure that all Tenant Improvements are performed Datacenter Space Installations), as determined by Landlord in a good and workmanlike manner and in accordance with all applicable laws, rules and codesits discretion.

Improvement Allowance. Landlord shall agrees to provide to Tenant a tenant improvement (i) an allowance (“Allowance”) with respect to the preparation of the Plans, in the amount of up $8,853.40, calculated on the basis of $.10 per rentable square foot (the “Design Allowance”) and (ii) an allowance with respect to Three Hundred Fifty Thousand and No/100 Dollars the construction of the Tenant’s Improvements in accordance with the Construction Price, in the amount of $2,213,350.00 (exclusive of Landlord’s Improvements in accordance with Section 17.1.1) calculated on the basis of $350,000.00) 25.00 per rentable square foot (the “Maximum Tenant Improvement Allowance”). Landlord shall pay to Tenant the full amount of the Design Allowance upon the Effective Date. To the extent that the cost of the preparation of the Plans shall exceed the Design Allowance or the Construction Price shall exceed the Tenant Improvement Allowance, to Tenant shall be used by liable for the difference. To the extent the Construction Price shall be less than the Tenant to upfit and upgrade the PremisesImprovement Allowance, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from a credit against Base Rent in the Allowance amount of such savings. Landlord shall not charge Tenant fees for trade fixturesconstruction 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 that Tenant agrees in writing at the time during installation of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlordfurnishings, at Landlord’s option, fixtures or equipment. The Construction Price shall be entitled at paid as follows: (i) Landlord shall disburse the expiration or termination full amount of the Lease to elect whether to retain or cause Tenant Improvement Allowance and (ii) if the Construction Price shall exceed the Tenant Improvement Allowance, then, following the disbursement of the full amount of the Tenant Improvement Allowance, Tenant shall pay all remaining Tenant’s Improvements costs, not to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectivelyexceed the Construction Price, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end fifteenth (15th) Business Day after Tenant’s receipt of an invoice therefor from Landlord or Landlord’s Contractor, 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 twelfth (12th) full calendar month Tenant’s Improvements, subject to a further retainage of 150% of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the reasonably estimated cost of the Tenant Improvements completed during Punch List items until the first Rental Year being final completion of same; (B) the “Unused Allowance”), Tenant shall be entitled only to the portion submittal of the Maximum Allowance used during final release of lien from the first Rental Year and shall forfeit and not be entitled to Landlord’s Contractor; (C) the Unused Allowance. Tenant shall be responsible for coordinating and managing submittal of the Tenant Improvements and shall ensure final contractor’s affidavit as contemplated by Chapter 713, Florida Statutes, indicating that all Tenant subcontractors have been paid in full, and (D) a written certification from Tenant’s Architect that the Tenant’s Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codeshave been substantially completed to Tenant’s reasonable satisfaction.

Improvement Allowance. Landlord Upon full execution of this Amendment and provided that Tenant is not then in default under the Original Lease or this Amendment, Tenant shall provide be entitled to Tenant a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, includingto, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination exceeding $1,041,550.00 (i.e. $25.00 per rentable square foot of the Lease Premises) for the costs relating to elect whether the design and construction of additional Tenant improvements to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Premises (collectively, the “Additional Tenant Improvements”). All The Tenant Improvements funded with the Improvement Allowance shall be completed on or before available for Tenant’s use as follows: up to twenty-five percent (25%) during the end first year of the twelfth Lease Extension Term, up to fifty percent (12th50%) full calendar month during the second year of the Lease Extension Term, and up to one hundred percent (100%) during the third year of the Lease Extension Term. Tenant may use up to $208,310.00 of the Tenant Improvement Allowance (i.e. $5.00 per rentable square foot of the Premises) (the “Limited Allowance”) for the purchase of furniture, fixtures or equipment for use in the Premises. Additionally, if Tenant becomes a publicly traded company through an initial public offering and provided Tenant is not then in default under the Original Lease or this Amendment, (1) Tenant may use the Limited Allowance, if any, as an offset against Base Rent as it becomes due, and (2) one hundred percent (100%) of the Tenant Improvement Allowance shall be available to Tenant immediately following its public offering. All Additional Tenant Improvements shall be subject to Article 8 of the Original Lease. Disbursement of the Tenant Improvement Allowance shall be made pursuant to Section 2.2 of Exhibit D to the Original Lease, except that Tenant may also use a portion of the Tenant Improvement Allowance for the cost of its Back-Up Generator and related installation fees. In the event Tenant does not utilize any portion of the Tenant Improvement Allowance within forty-eight (48) months from the commencement of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with Extension Commencement Date, including the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Limited Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that forfeit any remaining portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall Improvement Allowance that would be entitled only otherwise due to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesTenant.

Improvement Allowance. (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 Lease, Landlord shall provide to grant Tenant a tenant an improvement allowance (“Improvement Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to $45.00 multiplied by the Allocated Portion number of square feet of rentable area in the Premises, to be applied toward the 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 Qualified Improvement Allowance shall be applied within the entire Premises toward “hard costs” (each as defined belowi.e., the cost of demolition, construction and installation of the Leasehold Work and acquisition of the materials for the Leasehold Work). In addition, Tenant may apply up to twenty-five percent (25%) of the Improvement Allowance toward the costs of (i) audio-visual systems, security systems, furniture, fixtures, equipment, and moving expenses (“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”); provided, however, in no event may Tenant apply more than an amount equal to $5.00 multiplied by the number of square feet of rentable area in the Premises toward the Limited Soft Costs. No part of the Improvement Allowance may be applied towards signage costs or rental abatement or credits. Any portion of the Improvement Allowance 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 extent that the Leasehold Work for which the Improvement Allowance funds will be applied has been completed and a disbursement requisition for such funds has been submitted to Landlord. (b) Disbursements of the Improvement Allowance will be made by Landlord within thirty (30) days after Tenant’s submission of a requisition (together with the supporting documentation required hereunder), which requisitions shall be deducted from each submitted no more frequently than monthly. Delivery to Landlord by Tenant of all the following shall be a condition precedent to Landlord’s obligation to disburse any portion of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion Improvement Allowance: (i) invoices for completed portions of the Leasehold Work; (ii) conditional lien waivers for such work from all persons or entities that could file mechanics’ or materialmen’s liens against the Premises, the Building or the land on which the Building is located, with respect to all work performed or services or materials provided through the date of each such invoice (subject only to receipt of the requisitioned amount); (iii) the Leasehold Architect’s written certification that the work for which the requisition is being made has been completed in accordance with the Leasehold Plans; (iv) with respect to any Soft Costs for which Tenant has directly contracted, a certificate specifying the cost of such Soft Costs, together with evidence of such cost in the form of paid invoices, receipts and the like; (v) an updated budget for the Leasehold Work detailing the net cost to complete the Leasehold Work (i.e., net of costs for the Leasehold Work previously paid); and (vi) such other documentation as may be reasonably requested by Landlord. Landlord shall make disbursements directly to Tenant’s Leasehold Contractor, Leasehold Architect or Leasehold Engineer, provided that Landlord receives written direction to make such direct payment for the applicable disbursement. (c) Any portion of the Leasehold Costs in excess of the Improvement Allowance shall be borne by Tenant. The following provisions shall apply with respect to disbursement of the Improvement Allowance. (i) In the event that the Leasehold Costs are equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Improvement Allowance, then Landlord shall make disbursements of the Improvement Allowance to Tenant for the Leasehold Costs, net of previous disbursements therefrom. (ii) In the event that the Leasehold Costs are greater than the Improvement Allowance, then Landlord shall make disbursements of the Improvement Allowance (or such portion thereof as has not previously been disbursed) to Tenant in pro rata payments, based on the difference between percentage of the Maximum Allowance and Leasehold Work that has been completed (but not in excess of the sums actually being disbursed to the Leasehold Contractor). If the cost to construct the Leasehold Work, as adjusted by any increase or decrease in Leasehold Costs resulting from change orders, will exceed the unapplied (and unreserved) portion of the Tenant Improvements completed during the first Rental Year being the Improvement Allowance (“Unused Allowance”), then Landlord’s pro rata share of the requisition shall be determined by multiplying said requisition by a fraction, the numerator of which is the amount of the Unused Allowance as of the date of such requisition, and the denominator of which is the net cost to complete the Leasehold Work (i.e., net of costs for the Leasehold Work previously paid) as adjusted by any increase or decrease in Leasehold Costs resulting from change orders as of such date. (iii) Tenant shall provide Landlord monthly with a written statement evidencing the Leasehold Costs incurred to date. (d) A retainage in an amount equal to ten percent (10%) of the Improvement Allowance shall be withheld from disbursement of the Improvement Allowance by Landlord until such time as the Close-Out Requirements set forth on Schedule I are completed. (e) All improvements that are funded by the Improvement Allowance shall be the property of Landlord; provided, however, that upon the expiration of the Term, Tenant shall be entitled only required to remove [(i) Leasehold Work equipment and/or fixtures that the Lease expressly requires Tenant to remove pursuant to other provisions of the Lease, and (ii) all Leasehold Work equipment and/or fixtures that constitute Non-standard Improvements and of which Landlord gave notice to Tenant at the time of approval of the plans and specifications therefor that such improvements would have to be removed upon the expiration of the Term.]2 Any damage and injury to the portion of Premises or the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant Building caused by any such removal shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable lawsrepaired by Tenant, rules and codesat Tenant’s sole expense.

Improvement Allowance. Landlord a. Tenant shall provide be entitled to Tenant a tenant receive an improvement allowance (the “Improvement Allowance”) per square foot of rentable area in the Suite 1400 Expansion Space leased by Tenant in an amount determined by multiplying $0.8462 by the number of up full calendar months remaining in the Term on the Suite 1400 Commencement Date. For example, if there are 60 full calendar months remaining in the Term on the Suite 1400 Commencement Date, Tenant shall be entitled to Three Hundred Fifty Thousand and No/100 Dollars receive an Improvement Allowance of $50.77 per square foot of the rentable area of Suite 1400 Expansion Space ($350,000.00) 0.8462 x 60 months = $50.77). Such Improvement Allowance shall be applied toward the cost of initial improvements to be performed in the Suite 1400 Expansion Space (the “Maximum AllowanceImprovements”), including the cost of preparing plans, drawings and specifications in connection therewith. b. The Improvement Allowance shall be disbursed during construction of the Improvements (but no more often than once every 30 days) upon receipt by Landlord of necessary waivers of mechanics liens from the general contractor and the subcontractors, percentage completion certificates from Tenant, the general contractor and Tenant’s architect, a sworn contractor’s affidavit from the general contractor, a request to disburse from Tenant containing an approval by Tenant of the work done, and such other documents as Landlord may reasonably request. Landlord shall disburse the Improvement Allowance funds within 30 days of receipt of the documentation described above, subject to 10% retention, to the order of the general contractor or, at Landlord’s election, to the joint order of the general contractor and all included subcontractors. If the cost of the Improvements exceeds the Improvement Allowance, then the Improvement Allowance will be disbursed in the proportion that the Improvement Allowance bears to the total cost of the Improvements. Upon completion of the Improvements, and prior to final disbursement of the Improvement Allowance, Tenant shall furnish Landlord with: (i) general contractor and architectural completion affidavits, (ii) full and final waivers of lien, (iii) receipted bills covering all labor and materials expended and used, (iv) as-built plans of the Improvements, (v) the certification of Tenant and its architect that the Improvements have been installed in a good and workmanlike manner in accordance with the approved plans and in accordance with applicable codes and ordinances, and (vi) such other documents as Landlord may reasonably request to evidence the proper completion and payment of the Improvements. c. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Improvement Allowance during the continuance of an uncured Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. The Improvement Allowance may only be used by Tenant to upfit and upgrade for the Premises, cost of the initial alterations in Tenant’s discretion, the Suite 1400 Expansion Space (including, but not limited to, floor coverings, painting, lighting the cost of preparing design and installation of a compressed air system, but excluding any expenditures construction documents and mechanical and electrical plans for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectivelyinitial alterations, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end cost of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowancecity permits, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished hard costs in connection with the Tenant Improvementsinitial alterations in the Suite 1400 Expansion Space) and/or (iii) FF&E Costs and/or Cabling Costs (as those terms are defined in Exhibit C). Any Improvement Allowance remaining after September 30, 2015 shall accrue to Landlord and Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed have no claim in a good and workmanlike manner and in accordance with all applicable laws, rules and codesconnection therewith.

Improvement Allowance. Provided there exists no material default (beyond any applicable grace period) under the terms of the Lease, Landlord shall provide pay to Tenant a tenant improvement allowance the Twenty-second Floor Expansion Space Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (“Allowance”5th) in day of the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), month during which payment is to be used made. Each draw request shall be accompanied by Tenant to upfit and upgrade an invoice from the Premises, in Tenant’s discretionconstruction manager, includingcontractor, but not limited toarchitect, floor coveringsengineer, painting, lighting and installation designer or other permitted third party specifying the percentage of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled completion as to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to items performed and invoiced and the amount expended by Tenant to be drawn for Tenant Improvements completed on or before such services and shall include a lien waiver from the Completion Deadline (“Qualified Allowance”) divided by 13Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the Completion Deadlinetwenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadlinefifth (5th) day of the month shall not require payment to Tenant or other designated third party until the twenty-sixth (26th) day of the following month. If and to In the extent event that Tenant’s expenditures for improvements for the Tenant Improvements completed during the first Rental Year Twenty-second Floor Expansion Space are less than the Maximum Twenty-second Floor Expansion Space Improvement Allowance the remaining balance (the difference between the Maximum Allowance and the cost after reimbursing Tenant for such expenditures) of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant Twenty-second Floor Expansion Space Improvement Allowance shall be entitled only to credited against Annual Rent next coming due under the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. Provided there exists no material default (beyond any applicable grace period) under the terms of the Lease, Landlord shall provide pay to Tenant a tenant improvement allowance the Twenty-first Floor Expansion Space Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (“Allowance”5th) in day of the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), month during which payment is to be used made. Each draw request shall be accompanied by Tenant to upfit and upgrade an invoice from the Premises, in Tenant’s discretionconstruction manager, includingcontractor, but not limited toarchitect, floor coveringsengineer, painting, lighting and installation designer or other permitted third party specifying the percentage of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled completion as to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to items performed and invoiced and the amount expended by Tenant to be drawn for Tenant Improvements completed on or before such services and shall include a lien waiver from the Completion Deadline (“Qualified Allowance”) divided by 13Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the Completion Deadlinetwenty-sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction manager, and contractor, architect, engineer, designer or other designated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, Tenant shall be required to provide to Landlord, final lien waivers from Tenant’s contractor, subcontractors and primary suppliers. Notwithstanding anything contained herein to the contrary, draw requests received by Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadlinefifth (5th) day of the month shall not require payment to Tenant or other designated third party until the twenty-sixth (26th) day of the following month. If and to In the extent event that Tenant’s expenditures for improvements for the Tenant Improvements completed during the Twenty-first Rental Year Floor Expansion Space are less than the Maximum Twenty-first Floor Expansion Space Improvement Allowance the remaining balance (the difference between the Maximum Allowance and the cost after reimbursing Tenant for such expenditures) of the Tenant Improvements completed during the Twenty-first Rental Year being the “Unused Allowance”), Tenant Floor Expansion Space Improvement Allowance shall be entitled only to credited against Annual Rent next coming due under the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a tenant one-time improvement allowance (the “Improvement Allowance ”) in the amount of Five Hundred Thousand Dollars ($500,000.00) for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Improvements”); provided, however, that Tenant shall have the option to receive a one-time additional improvement allowance to pay for Improvement Allowance Items (the “Additional Allowance”) in the amount of up not to Three Hundred Fifty Thousand and No/100 exceed Two Million Dollars ($350,000.002,000,000.00). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the monthly Base Rent payable by Tenant throughout the Amortization Period(s) (as defined below) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said Amortization Period(s) based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eleven percent (11%) per annum (the “Maximum AllowanceAmortization Rent”). The term "Amortization Period(s)” shall mean the period of time commencing on the date(s) Landlord disburses the applicable portion of the Additional Allowance to Tenant and ending on the New Termination Date of the Extended Term. In the event the Lease shall terminate for any reason other than a Landlord default, to be used including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to upfit Landlord as of the termination date pursuant to the foregoing provisions of this Section 2.1 shall become immediately due and upgrade payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Articles 11 and 13 of the PremisesLease. In addition, in Tenant’s discretionno event shall the Amortization Rent be abated for any reason whatsoever, includingincluding without limitation, but not limited to, floor coverings, painting, lighting pursuant to Articles 11 and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination 13 of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion DeadlineLease. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Improvement Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Additional Allowance used during so elected to be received by Tenant are sometimes collectively referred to herein as the first Rental Year "Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances and in no event shall forfeit and not Tenant be entitled to any credit for any unused portion of the Unused Allowance. Allowances not used by Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable lawsby September 30, rules and codes2009.

Improvement Allowance. Within fifteen (15) days following the Commencement Date, Landlord shall provide pay to Tenant a tenant improvement allowance $450,000.00 (the “Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Improvement Allowance”). Tenant is hereby granted two (2) five (5) year options to renew the Lease (each a “Renewal Option”). If the Tenant desires to exercise a Renewal Option, to be used by Tenant to upfit and upgrade it shall so notify the PremisesLandlord, in writing, not later than the date which is twelve (12) months prior to the then current expiration date of the Term. Such notice shall only be effective if delivered at a time when the Tenant is not in Default under the Lease. Within thirty (30) days following its receipt of Tenant’s discretionnotice of its desire to exercise a Renewal Option, includinggiven at the time and in the manner provided above, but not limited toLandlord shall prepare and transmit to Tenant an appropriate amendment to this Lease extending the Term for five (5) years (each, floor coveringsa “Renewal Term”) and specifying (i) Landlord’s estimate of the Minimum Annual Rent for the Premises during the Renewal Term, paintingwhich will be consistent with the base rental rate then being offered to and accepted by other tenants of comparable size and location expanding or renewing leases in the same geographic region as the Building, lighting as reasonably determined by Landlord and installation evidenced by recent transactions which shall be disclosed to Tenant (the “Market Rent”), and (ii) that all other terms and conditions during the Renewal Term are the same as those during the Term, except for any tenant improvement allowances, termination rights, expansion rights, and renewal rights. If Tenant disagrees with Landlord’s estimation of a compressed air systemthe Market Rent, but excluding any expenditures for it must so notify Landlord in writing within twenty (20) days of Tenant’s equipmentreceipt thereof and specify Tenant’s estimation of the Market Rent. If the parties are unable to agree on the Market Rent for the Renewal Term within twenty (20) days following Landlord’s receipt of Tenant’s estimation of Market Rent, personal property Tenant may elect in writing to (x) promptly enter into binding arbitration in accordance with the provisions of Section 2 of this Exhibit D or trade fixtures; except (y) revoke its election to exercise the Renewal Option, in which case Tenant shall have no further rights under this Exhibit D (and Tenant’s exercise of the Renewal Option shall be of no force in effect) and Landlord may lease the Leased Premises to a third party free of the provisions of this Exhibit D. In the event that that Tenant does not revoke its exercise of the Renewal Option and shall fail for any reason to execute and deliver the lease amendment within twenty (20) days of the determination of Market Rent (whether by agreement of the parties or by arbitration as provided below), or if Tenant shall be entitled to install and receive reimbursement from in Default under the Allowance for trade fixtures, provided that Tenant agrees in writing Lease at the time commencement date of disbursement to Tenant of funds from the Allowance for Renewal Term, then in either such trade fixture that Landlordevent, at Landlord’s option, Tenant’s purported exercise of its Renewal Option shall be entitled at of no force or effect and the expiration or termination of the Lease Renewal Option shall become null and void. The Renewal Option is personal to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations first named in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance this Lease and shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal not inure to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost benefit of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesassignee or subtenant.

Improvement Allowance. A. The Improvement Allowance for Phase I and Phase II is equal to $36.00 per square foot of Rentable Area in Phase I and Phase II. Tenant shall have the right, at its option, to apply up to $45.00 per square foot of Rentable Area in Phase I to pay for the costs of the Phase Improvements on Phase I. If Tenant elects to apply to the Phase Improvements on Phase I an amount in excess of $36.00 per square foot of Rentable Area in Phase I to the Phase Improvements for Phase I, the Improvement Allowance for Phase II shall be reduced by such excess. Landlord shall provide not be required to reimburse Tenant a tenant improvement allowance (“Allowance”) in for any costs associated with the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination construction of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Phase I Tenant Improvements funded with in excess of $36 per RSF of Phase I prior to the Allowance shall be completed on or before Phase II Commencement Date. B. Landlord will credit an amount, not to exceed the end of Improvement Allowance, against Tenant's obligation to pay for the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No design and construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements Landlord is not obligated to pay or incur any amounts that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion DeadlineImprovement Allowance. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and Landlord reasonably estimates that the cost of the Tenant Improvements completed during will exceed the Improvement Allowance, Landlord may require Tenant to deposit fifty percent (50%) such excess with Landlord before Landlord enters into the construction contract with the Contractor or commences the Work and the remaining fifty percent (50%) of such excess upon receipt of the first Rental Year being invoice from the “Unused Contractor. In no event will Landlord have any obligation to pay for any costs of the Tenant Improvements in excess of the Improvement Allowance or to perform any work in the Premises that is not expressly contemplated by this Lease. C. Tenant shall have the right to apply up to $8.50 per square foot of Rentable Area in the Premises to pay for various soft costs incurred by Tenant in connection with the Tenant Improvements such as, by way of example but not limitation, costs of preparation of the Space Plan and the Plans and Specifications, architectural and MEP fees, and moving costs. In addition, the Improvement Allowance may be applied by Tenant to pay for wiring and cabling costs, security systems, audio visual system, signage, hard construction costs, permitting and construction management fees, and moving costs. Furniture, fixtures and equipment and/or cubicles shall not be paid for with the Improvement Allowance”). D If Tenant has not applied all of the Improvement Allowance by December 31, 2014, Tenant shall forfeit the remaining balance and will not have any right to offset or reduce the Base Rental. In no event shall Landlord be entitled only obligated to the portion pay any of the Maximum Improvement Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable lawsafter December 31, rules and codes2014.