Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. As an inducement to lease, Landlord shall provide Tenant with an "Improvement Allowance" for Tenant's Work in the amount of Fifty-One and 25/100 Dollars ($51.25) per rentable square foot of the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for the cost of Tenant's Work. The Improvement Allowance shall be paid directly to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease term.

Improvement Allowance. As an inducement Landlord agrees to lease, Landlord shall provide Tenant with an "Improvement Allowance" for Tenant's Work allowance in the amount of Fifty-One Hundred Sixty Thousand Two Hundred Ninety and 25/100 no/100 Dollars ($51.25160,290.00) (the "Improvement Allowance"). Only Eighty Thousand One Hundred Forty-Five and no/100 Dollars ($80,145.00) (i.e., $5.00 per rentable square foot of the Premises for a total entire Premises) of Three Hundred Twenty-Eight Thousand and 00/100 Dollars (the Allowance shall be available until the security deposit has been increased to $328,000.00) to be used for the cost 400,000 in accordance with Section 5.1 of Tenant's Workthis Lease. The Improvement Allowance shall be paid applied against the actual costs and expenses incurred in connection with Alterations for the renovation of the Premises and for the cost of architectural and design services in connection therewith. Landlord shall pay the Improvement Allowance directly to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown or, at Landlord's option, jointly to Tenant and Tenant's contractor or architect, upon satisfaction of the cost of following conditions: (i) Tenant's Workoccupancy of the Premises; (ii) receipt by Landlord of appropriate paid receipts or invoices and lien waivers from the architect, (b) a certificate of occupancy has been issued contractor and all subcontractors covering all work performed by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local architect, contractor and state codes and that the Premises are acceptable for occupancy, which work subcontractors; (iii) all Alterations must be completed in accordance comply with the Plans approved terms of this Article X; and (iv) no event shall have occurred that would constitute a default under this Lease. If requested by LandlordTenant, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default make progress payments of the Lease, Improvement Allowance provided no default has occurred under this Lease and (f) Tenant is open for business can demonstrate to Landlord that Tenant has sufficient funds in addition to the Premises. No available remaining amount of the Improvement Allowance to complete the tenant improvements including any cost overruns in connection therewith. Requisitions for any advance of the Improvement Allowance will be processed by Landlord as soon as all required documentation has been received. Tenant acknowledges that payment is usually made within thirty to sixty days after submission of the complete requisition. From the Improvement Allowance, Landlord may withhold a fee for construction management of three percent (3%) of the total of the Improvement Allowance plus any amounts in excess of the Improvement Allowance due from Tenant for the initial renovation of the Premises; however, said three percent shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In deferred on the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance disbursed before the security deposit is increased 15 and shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with paid from the formula set forth below) shall be due from balance of the Improvement Allowance after the security deposit has been increased. If Tenant as additional rent payable in does not use all of the Improvement Allowance, Tenant may use a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of the Improvement Allowance for telephones, computer equipment, and cabling therefor provided such equipment is installed in the Premises. Tenant may reserve a portion of the Improvement Allowance for tenant improvements in the Expansion Premises, including the removal of the demising wall; however, no interest shall accrue on any unfunded portion of the Improvement Allowance. A = Amount If Tenant has not requested any portion of the Improvement Allowance plus simple interest at 12% per annum from by December 31, 2001, the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termremaining portion shall be forfeited.

Improvement Allowance. As an inducement to leaseTenant shall be responsible for bearing all costs and expenses of completing Tenant’s Work, provided that Landlord shall provide pay Tenant with an "Improvement Allowance" for Tenant's ’s actual soft and hard construction costs for Tenant’s Work in the amount (including, without limitation, design, engineering, permitting, and cabling costs), up to a maximum of FiftyOne Hundred Twenty-One Seven Thousand Nine Hundred Ten and 25/100 No/100 Dollars ($51.25127,910.00) per rentable square foot of (the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) “Allowance”), subject to be used for the cost of Tenant's Work. The Improvement Allowance shall be paid directly to Tenant within thirty (30) days after following: (a) Landlord has received a detailed breakdown of Tenant must have completed Tenant’s Work in accordance with the cost of Landlord-approved Tl Plans and specifications (provided that Tenant is permitted to request progress payments from the Allowance and, in such case, only the Tenant's Work, ’s Work for which payment is requested will have been completed in accordance with the Landlord-approved Tl Plans and specifications). (b) For the final payment, a Notice of Completion has been properly recorded for Tenant’s Work and 35 days have elapsed since the date of such recording. (c) For the final payment, Tenant has submitted a complete set of “as built” plans and specifications to Landlord. (d) Tenant has provided to Landlord copies of all insurance certificates required under the Lease. (e) For the final payment and if applicable, a final, unconditional certificate of occupancy for the Expansion Premises has been issued by the appropriate governmental authority indicating agency, and a copy thereof provided to Landlord. (f) Tenant has provided Landlord with all outstanding unconditional waivers and releases upon final payment for material and labor lien releases from Tenant’s Contractor, subcontractors, and suppliers. Said outstanding lien releases must total at least the amount of Landlord’s outstanding construction allowance to Tenant. (g) Tenant has provided Landlord all construction warranties and guarantees in connection with construction of Tenant’s Work. (h) Landlord has inspected and approved the Tenant’s Work and is satisfied that the Tenant's construction work was ’s Work has been performed in accordance with local a good and state codes and that the Premises are acceptable for occupancy, which work must be completed workmanlike manner in accordance with the Plans approved by Plans; provided, however, no such inspection shall impose any liability upon Landlord, (c) nor absolve Tenant or Tenant’s Contractor from liability for any defect or failure to comply with the requirements hereof. Landlord acknowledges and agrees that Tenant has received an affidavit the right to use the Allowance at any time, or from time to time, during the period commencing on the Suite 1440 Expansion Premises Effective Date and continuing through the New Expiration Date. 4.1 The Allowance will not be applied towards Tenant's general contractor stating ’s furniture, fixtures, furnishings, signs, equipment, or other items of personal property, or any monetary obligations of Tenant under the Amendment, all of which shall be Tenant’s sole responsibility and expense. The Allowance will be used only to pay the hard and soft cost of tenant improvements that all contractorsshall become the property of Landlord and remain upon and be surrendered with the Expansion Premises, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result part thereof, at the end of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers the Term of the Lease. The Allowance is only applicable as to the initial term of the Amendment and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent extension or other charges which may be due option periods. For the avoidance of any doubt, at the expiration or owing or otherwise in default earlier termination of the Lease, and (f) Tenant is open for business any remaining funds in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventorythe sole property of Landlord. 4.2 All fees, as a setoff against rentpermits, to pay for Tenant's moving costs or furnitureutility charges, or any other charges owing assessments associated with the construction of Tenant’s Work are Tenant’s responsibility to Landlord pay, but may be paid by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's ’s behalf and such unamortized portion (in accordance with from the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termif not paid directly by Tenant.

Improvement Allowance. As an inducement The 10th sentence of Section 38 of the Lease is hereby deleted in its entirety and shall be replaced with the following: After Tenant pays the initial $2,000,000 towards the cost of the Tenant’s Work of the Tenant Allowance total of a maximum of $7,000,000, which payment will be verified by delivery to leaseLandlord of satisfactory proof thereof, Landlord shall provide Tenant with an "Improvement Allowance" pay directly to Tenant’s contractors all sums required to be paid for Tenant's ’s Work in up to the amount of Fifty-One and 25/100 Dollars (remaining $51.25) per rentable square foot 5,000,000 of the Premises for a Tenant Allowance total of Three Hundred Twenty-Eight Thousand a maximum of $7,000,000, which payments shall be made as Tenant’s Work progresses, but not more than once in any calendar month. Landlord shall pay such requests for payment within thirty (30) days following the date that Tenant delivers to Landlord (i) a statement certified by the chief financial officer of Tenant or Tenant’s Director of Construction showing in reasonable detail the actual amount spent for the performance of the Tenant’s Work that is included in such request for payment and 00/100 Dollars (ii) a description of the work performed. Simultaneously upon payment from Landlord to Tenant’s contractor, Tenant shall coordinate the delivery to Landlord of partial lien waivers for Tenant’s Work covered by such payments from Tenant’s general contractor and all subcontractors for such work performed. Upon the completion of Tenant’s Work, Landlord shall reimburse Tenant to the extent applicable, for the initial $328,000.00) to be used for 2,000,000 of the Tenant Allowance total of a maximum of $7,000,000 advanced by Tenant towards the cost of Tenant's ’s Work. The Improvement Allowance Such payment shall be paid directly made by Landlord to Tenant within thirty (30) days after following the date that (a) Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) Tenant obtains a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with of Tenant's ’s Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (fb) Tenant is open delivers to Landlord (i) a statement certified by the chief financial officer of Tenant showing in reasonable detail the actual amount spent for business in the Premises. No amount performance of Tenant’s Work; (ii) a description of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as work performed; and (iii) a setoff against rent, to pay lien waiver from tenant’s general contractor and all subcontractors for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In such work performed (the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease term“Reimbursement Documentation”).

Improvement Allowance. As Landlord shall give Tenant an inducement allowance for Tenant's expenses incurred in the design, permitting, demolition and construction of its leasehold improvements in the Premises up to leasea maximum of three hundred ninety thousand dollars ($390,000.00) (the "Basic Allowance"). In addition, Landlord shall provide an additional allowance of up to six hundred fifty thousand dollars ($650,000.00) for the same purpose, which, if and to the extent used, shall be amortized over the term of the Lease at an annual percentage rate of ten percent (10%) and which shall be payable as Rent in monthly installments by Tenant with an at the same time and in the same manner as Rent (the "Improvement Additional Allowance" for Tenant's Work in and, together with the amount of Fifty-One and 25/100 Dollars ($51.25) per rentable square foot of Basic Allowance, the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for "Construction Allowance"). Landlord shall pay the cost of Tenant's Work. The Improvement Construction Allowance shall be paid directly to Tenant within thirty (30) days after Tenant's presentation of (aI) Landlord has received a detailed breakdown original receipted invoices marked "paid" in connection with all actual construction work performed by Tenant in the Premises, (ii) unconditional lien waivers from the general contractor and all subcontractors, (iii) an affidavit of the cost of Tenant's Workgeneral contractor indicating that, (bA) construction has been completed, (B) construction was completed in accordance with Landlord-approved plans and specifications, (C) all subcontractors, laborers and material suppliers have been paid in full, (D) a copy of the certificate of occupancy for the Leased Premises and (E) a statement by Tenant that it has been issued by accepted the appropriate governmental authority indicating that TenantPremises. Tenant shall request payment of the Construction Allowance and shall present all evidence required to obtain such payment from Landlord no later than July 1, 1998. Within 30 days after such date, Landlord and Tenant shall determine what portion of the Construction Allowance is Additional Allowance and shall execute and deliver to each other a statement setting forth the amount which shall constitute the monthly Additional Allowance repayment. Tenant may use its own architects, general contractors and subcontractors subject to Landlord's reasonable approval; however, such architects, general contractors and subcontractors must comply with Landlord's reasonable rules and regulations regarding construction work was of the Building. All improvements and alterations undertaken in the Premises shall be performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default paragraph 10 of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termamended herein.

Improvement Allowance. As an inducement a. It is understood and agreed that Tenant shall retain its possession of the Premises during the Extension Period in its "AS-IS" condition as without any agreements, representations, understandings or obligations on the part of Landlord to leaseperform any alterations, repairs or improvements or, to provide any allowance for same, except as expressly set forth in Section 7.b. below. b. Subject to the following terms and conditions, and provided that Tenant is not then in default of its obligations under the Lease beyond any applicable notice and cure period, Landlord shall provide Tenant with an improvement allowance {the "Improvement Allowance" for Tenant's Work in the amount ") of Fiftyup to Twenty-One five Thousand Two Hundred Thirty and 25/100 Zero/100 Dollars ($51.2525,230.00) (the "Allowance") (i.e., $5.00 per rentable square foot of the Premises for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) to be used for the cost of Tenant's WorkPremises). The Improvement Allowance shall be paid directly available to Tenant to be applied solely to the Construction Costs (hereinafter defined). As used herein, the term "Construction Costs" means the costs and expenses incurred by Tenant for the design and construction of Alterations which Tenant desires to undertake in and to the Premises following the Effective Date. Partial payments shall be made on a monthly basis for Construction Costs, provided that Tenant delivers a written request (a "Draw Request") to Landlord at least thirty (30) days in advance of the date on which Tenant requests such disbursement by Landlord. Each Draw Request shall be accompanied by (1) the general contractor's or subcontractor's application for payment (including, if applicable, an architect's certification thereof) setting forth a detailed description of the work completed (including the percentage of the total job which the work with respect to which the contractor seeks payment represents) and the total cost of such work; (2) invoices for design, architectural or permit costs incurred by Tenant; (3) a written approval by Tenant and, if applicable, its architect of the contractor's application of payment and the work performed by the contractor(s); and (4) partial lien waivers (or, with respect to the final Draw Request, final lien waivers) and releases of mechanic's and materialmen's liens from the general contractor, subcontractors and material suppliers providing work or services in or to the Premises. Landlord shall make partial payments of the Improvement Allowance within thirty (30) days after receipt of a Draw Request from Tenant, provided that such Draw Request is accompanied by all applicable information and documentation set forth in (a) Landlord has received a detailed breakdown of the cost of 1)-(4), above. Tenant's Work, (b) final Draw Request shall include a certificate of occupancy has been issued substantial completion prepared by the appropriate governmental authority indicating that Tenant or, if applicable, Tenant's construction work was performed in accordance with local architect and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that shall also include all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result of such work, (d) Landlord has received approved notarized original applicable final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premiseswaivers. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized Any portion of the Improvement Allowance not requisitioned by Tenant as permitted above on or before the first anniversary of the Effective Date, shall be deemed sums advanced forfeited by Landlord on Tenant's behalf Tenant and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termretained by Landlord.

Improvement Allowance. As an inducement to lease, Landlord shall provide Tenant with an "Improvement Allowance" for Tenant's Work allowance in the amount of Fifty$4,719,000.00 (the “Allowance”) which may be applied by Tenant toward Tenant’s third-One party costs of repairs, replacements, and 25/100 Dollars ($51.25) per rentable square foot improvements performed in accordance with the provisions of the Existing Lease as amended hereby (including without limitation, Sections 12 and 14 of the Existing Lease) with respect to the Premises, including without limitation the fire protection systems, building façades, loading dock equipment, HVAC equipment, parking and driveway areas, and mechanical, electrical and/or plumbing systems thereof (collectively, “Allowance Costs”); provided that Allowance Costs shall not include any costs of repairs, replacements, or improvements of a cosmetic or decorative nature. Tenant shall keep the Premises and Property free from any liens or encumbrances arising out of any work performed, material furnished or obligations incurred by or for a total of Three Hundred Twenty-Eight Thousand and 00/100 Dollars ($328,000.00) Tenant or any person or entity claiming through or under Tenant. If any mechanics' or other lien shall be filed against the Premises or the Property purporting to be used for services, labor or material furnished or to be furnished at the cost request of the Tenant's Work, then Tenant shall at its expense cause such lien to be discharged of record by payment, bond or otherwise, within twenty (20) days after notice to Tenant of the filing thereof. The Improvement Allowance shall be paid directly to disbursed as requisitioned by Tenant (but not more often than once monthly, provided that a second requisition may be submitted within a given month if such requisition covers one or more jobs that are distinct from the job(s) for which funds were previously requisitioned in such month) within thirty (30) days after (a) Landlord has received a detailed breakdown of the cost of Tenant's Work, (b) a certificate of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that the Premises are acceptable for occupancy, which work must be completed in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with following T▇▇▇▇▇▇'s Work have been paid ’s requisition, provided that in full and have waived all liens and claims arising as a result of no event shall Landlord be obligated to make any such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises disbursement during any period in connection with Tenant's Work, (e) Tenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business in the Premises. No amount of the Improvement Allowance shall be allowed to purchase Tenant's inventory, as a setoff against rent, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period notice and cure periods. Requisitions shall be in the form attached hereto as Exhibit A or in a customary form reasonably approved by Landlord. For each disbursement, Tenant shall submit a requisition package to Landlord with a reasonably detailed itemization of the costs being requisitioned, a certificate by an officer of Tenant that all such costs are Allowance Costs and have been incurred and paid for by Tenant, and reasonable appropriate back-up documentation including, without limitation, lien releases (in the form attached hereto as Exhibit B or in a customary form reasonably approved by Landlord) for any jobs costing in excess of $50,000.00, and copies of paid invoices and bills or other evidence of payment reasonably satisfactory to Landlord of payments for any jobs for which lien releases are not required to be provided. If Landlord is unsatisfied in its reasonable discretion with the form or content of any requisition, it shall notify Tenant of its objections thereto (indicating with reasonable specificity the deficiencies in the requisition) within thirty (30) days of Landlord’s receipt of the requisition. If Landlord does not pay such requisition or give such notice of objections within said thirty (30) days, then (a) Tenant may send Landlord a notice stating in all capital letters “THIS IS A REMINDER NOTICE OF TENANT’S REQUISITION DATED _______. IF LANDLORD FAILS, WITHIN FIFTEEN (15) DAYS FROM ITS RECEIPT OF THIS REMINDER NOTICE, TO EITHER PAY THE AMOUNTS SO REQUISITIONED IN FULL OR NOTIFY TENANT OF LANDLORD’S OBJECTIONS TO THE REQUISITION IN ACCORDANCE WITH THE LEASE, THEN TENANT’S REQUISITION SHALL BE DEEMED ACCEPTED AND TENANT MAY THEREAFTER DEDUCT THE REQUISITIONED AMOUNTS AGAINST ANY RENTAL OWED BY TENANT”, and (b) if Tenant sends such a notice and Landlord fails, within fifteen (15) days from Landlord’s receipt of such notice, to either pay the amounts so requisitioned in full or notify Tenant of Landlord’s objections to the requisition in accordance with this Section 4, then T▇▇▇▇▇’s requisition shall be deemed accepted and Tenant may thereafter terminates this Leasededuct the requisitioned amounts against any rental owed by Tenant until paid in full. Tenant shall have no right to, the unamortized and Landlord shall have no obligation to fund, any portion of the Improvement Allowance shall be deemed sums advanced that is not properly requisitioned by Landlord Tenant on Tenant's behalf and such unamortized portion (in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termor before January 31, 2033.

Improvement Allowance. As an inducement Within thirty (30) days following Landlord's receipt of the lien waivers and the certificate of occupancy required by the terms of the preceding paragraph, together with documentation substantiating to leaseLandlord's reasonable satisfaction Tenant's actual cost incurred in constructing the Improvements, Landlord shall provide reimburse Tenant with for such cost in an "Improvement Allowance" for Tenant's Work in the amount up to, but not exceeding, an allowance of Fifty-One and 25/100 Thirty Dollars ($51.2530.00) per rentable square foot of the Premises for a total of Three Premises, which amount the parties hereby agree is Six Hundred TwentySixty-Eight Thousand and 00/100 one Thousand, Five Hundred Sixty Dollars ($328,000.00661,560.00) (the "Allowance"), Tenant shall be fully liable for any cost of constructing the Improvements in excess of the Allowance. In the event that the cost of the Improvements for which reimbursement is sought by Tenant from Landlord pursuant to this paragraph is less than the full amount of the Allowance, then the difference between the Allowance and the cost of the Improvements reimbursed to Tenant hereunder shall be credited against Tenant's rental as the same becomes due and payable hereunder until the entire amount of such credit has been exhausted. EXHIBIT D HAZARDOUS MATERIALS LIST EXHIBIT E RULES AND REGULATIONS 1. Tenant shall not obstruct the sidewalks, entry passages, corridors, halls, elevators or stairways, or use them for any purpose other than ingress and egress. Tenant shall not cover or obstruct the floors, or skylights and windows which reflect or admit light into any place in the Building in which the Premises are located. Nothing shall be thrown by Tenant, its agents, employees or contractors out of the windows or doors, or down the passages of the Building. The water closets and other water apparatus shall not be used for the any purpose other than those for which they were constructed, and no sweepings, rubbish, or other obstructing substances, shall be thrown therein. The cost of repairing any damage resulting to any water apparatus, or to associated systems from the misuse of same by Tenant's Work. The Improvement Allowance , its agents, employees or contractors, shall be paid directly by Tenant. 2. Tenant shall not inscribe, paint, or affix any advertisement or other notice to Tenant within thirty (30) days after (a) Landlord has received a detailed breakdown any part of the cost outside or inside of Tenant's Workthe Building, (b) a certificate except upon the doors of occupancy has been issued by the appropriate governmental authority indicating that Tenant's construction work was performed in accordance with local and state codes and that Premises. Any advertisement or other notice placed upon the doors of the Premises are acceptable for occupancyshall be of such order, which work must size and style, and at such places as shall be completed designated by Landlord. Signage at the entrance of the Premises, identifying Tenant as a tenant of the Building, will be provided by Landlord in accordance with the Plans approved by Landlord, (c) Landlord has received an affidavit from Tenant's general contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services on or about the Premises in connection with ▇▇▇▇▇▇'s Work have been paid in full and have waived all liens and claims arising as a result signage provisions of such work, (d) Landlord has received approved notarized original final lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with Tenant's Work, (e) this Lease. 3. Tenant shall not do or permit to be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of the Lease, and (f) Tenant is open for business done in the Premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Building or the Property, (only artificial and fire resistant Christmas trees and/or decorations are permitted), or obstruct or interfere with the rights of other Tenants, or in any way injure or annoy them, or conflict with any of the rules and ordinances of the Board of Health. Tenant, its agents, employees and contractors shall maintain order in the Building, shall not make or permit any improper or offensive noise within the Premises or the Building, shall not permit any noxious or offensive odors to permeate any of the Common Areas of the Building or Project, and shall not interfere in any way with other tenants rights of quiet enjoyment or the rights of quiet enjoyment of those having business with other tenants of the Building. No amount rooms shall be occupied or used as sleeping lodging apartments at any time. No part of the Improvement Allowance Building shall be allowed to purchase Tenant's inventoryused or in any way appropriated for gambling, as a setoff against rentimmoral or other unlawful practices, to pay for Tenant's moving costs or furniture, or any other charges owing to Landlord by ▇▇▇▇▇▇. In the event Tenant is in default under the Lease beyond any applicable grace period and Landlord thereafter terminates this Lease, the unamortized portion of the Improvement Allowance no intoxicating liquors shall be deemed sums advanced by Landlord on Tenant's behalf and such unamortized portion (sold in accordance with the formula set forth below) shall be due from Tenant as additional rent payable in a lump sum as an additional remedy of Landlord under the Lease. Amortization Formula U = A x (RM ÷ LM) WHERE U = Unamortized portion of Improvement Allowance. A = Amount of Improvement Allowance plus simple interest at 12% per annum from the date of this Lease until the date of termination. LM = Total months during the initial Lease term. AND RM = Remaining months to the end of the initial Lease termsaid Building.