Common use of Allowance Clause in Contracts

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the The Allowance may be used towards Tenant's soft only for the hard costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Eligible Soft Costs (as provided under Section 11 hereof), hereinafter defined) of construction of Tenant’s Representative may submit Work pursuant to Landlordthe approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Representative a request Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in writing no event shall the Eligible Soft Costs exceed fifteen percent (“Draw Request”15%) of the total Allowance or be used for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers services provided in connection with Tenant Improvements; (e) a copy the negotiation of a certificate the Lease. For the avoidance of occupancy doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or amended certificate other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of occupancy required with respect personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all . Payment of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord Allowance shall be made by Landlord to Tenant within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection days following the last to occur of: (and the reasons therefori) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies completion of Tenant’s invoices from its Architect or General Contractor together with a certificate from Work, (ii) Landlord’s receipt of Tenant’s Representative indicating that invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to which such invoices relate has been substantially completed and/or pay for any of Tenant’s Work in excess of the materials to which such invoices relate have been installed in, or delivered toAllowance. Further, the applicable Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentAllowance.

Allowance. Landlord shall contribute provide to Tenant, an allowance of (x) up to Sixty and No/100 Dollars ($60.00) per rentable square foot of the Fifth Amendment Expansion Space (the “ES Allowance”), (y) up to 12/100 Dollars ($0.12) per rentable square foot of the Fifth Amendment Expansion Space (the “SP Allowance”) and (z) up to Two and 50/100 Dollars ($2.50) per rentable square foot of the Fifth Amendment Expansion Space (the “Bathroom Allowance”; together with the ES Allowance and the SP Allowance, the “Allowance”), subject to the costs terms and expenses of all costs conditions set forth herein. The Allowance shall be used by Tenant to pay for the planning and design cost of Tenant’s construction of the Tenant Improvements, including all permitsincluding, licenses without limitation, hard construction costs, soft costs (such as permitting, architectural and construction fees engineering fees) voice and constructing data wiring and cabling costs and furniture, fixtures and equipment expenses; provided, however, the Bathroom Allowance shall be used only for Tenant Improvements in an amount not to exceed the Allowancebathroom(s) for the Phase 2 Expansion Space. If the final costs for All Tenant Improvements exceed the Allowance, Tenant shall be responsible for (a) subject to all other terms and conditions of the Lease; (b) based on plans previously approved by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; (c) performed in a good and workmanlike manner by contractors previously approved by Landlord, such excess costsapproval shall not be unreasonably withheld, and (d) be in compliance with all applicable laws and regulations. If Any approval (including deemed approval) by Landlord in connection with the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may shall be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance subject to Tenant consistent with the terms and conditions of this Sectionthe Lease. After The Allowance shall be payable directly to Tenant by Landlord and Landlord shall disburse the Allowance to Tenant on a periodic basis (but no more than once per month) within 30 days after receipt from Tenant of: (i) reasonable documentation of payment by Tenant for materials and labor, as the case may be, with respect to the Tenant Improvements that are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all subject of Tenant Improvementssuch requisition; (bii) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting partial lien waivers or final lien waivers, and releases executed as applicable, from any contractors or laborers hired by Tenant to perform any Tenant Improvements in the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant ImprovementsFifth Amendment Expansion Space and/or Original Premises; (eiii) a copy of prior to the final requisition only, a certificate of occupancy or amended certificate of occupancy required equivalent document issued by a local government agency or building department certifying the Tenant Improvements compliance with applicable building codes and other laws, and indicating the Phase 1 Expansion Space, and/or Original Premises (as applicable) to be in a condition suitable for occupancy; and (iv) any other information or materials reasonably requested by Landlord with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with requisition or Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all in question. Any portion of the conditions set forth in this Work Letter and Allowance which has satisfactorily completed not been properly requisitioned by Tenant Improvements. Upon Landlord's Representatives receipt and approval on or before the last day of the Draw Requesttwenty-fourth (24th) calendar month following the Phase 2 Expansion Effective Date shall be deemed forfeited by Tenant and Landlord shall have no further obligation with respect thereto. Notwithstanding the foregoing, Landlord shall not be obligated to pay the balance any Allowance (and Tenant shall not be permitted to submit any requisition for any portion of the Allowance) at any time when there exists a default by Tenant under the Lease, beyond applicable notice and cure periods. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s RepresentativeNotwithstanding anything to the contrary contained in the Lease, in writing, of its rejection (and no event shall Tenant be obligated to pay Landlord a supervisory or oversight fee for the reasons therefor) of any or all completion of the Draw Request. To Tenant Improvements, nor shall Tenant be obligated to provide any secure assurances for the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount completion of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentsame.

Allowance. Landlord shall contribute So long as Tenant is not in default of this Lease, and subject to the costs and expenses of all costs for limitations described in the planning and design of Tenant Improvementsnext following paragraph, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay to Tenant's contractors and materialmen, as a “Construction Allowance” an amount up to $5,258,025.00 ($75.00 psf) to be used for planning, architectural/engineering fees, demolition, Tenant's Work construction costs, and construction management/oversight fees, furniture, fixtures and equipment expenses and moving expenses (collectively, the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof“Actual Construction Costs”), which said amount shall be paid directly to Tenant’s Representative may submit 's contractors and materialmen within thirty (30) days of the last to Landlord’s Representative a request in writing (“Draw Request”) for occur of all of the Allowance which request shall includefollowing: (a) all Tenant's Work performed by Tenant in the Premises shall have been substantially completed in accordance with the provisions of the Exhibits of this Lease and Tenant's plans and specifications; (b) Tenant shall have furnished Landlord a standard sworn “owners” statement /affidavit for Tenant's Work, (c)Tenant shall• have furnished Landlord a stai1dard sworn “general contractor's” statement /affidavit for Tenant's Work; (d) Tenant shall have furnished to Landlord final lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work; (e) Tenant shall have provided Landlord with a copy of the certificate of occupancy (or its equivalent) for the Premises issued by the appropriate governmental entity; and (f) Tenant shall have provided Landlord with “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown plans of Tenant's final Work on a CD in Autocad format. Tenant shall have the right to request that Landlord pay Tenant's contractors and total construction costsmaterialmen a portion of the Construction Allowance monthly provided that Tenant complies with the provisions of subsections (b), together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; and (d) above (provided that to satisfy this subsection [d], Tenant shall furnish Landlord partial lien waivers from all required AIA formsgeneral contractors, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy materialmen who supplied services or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation material as part of Tenant's business from the Expansion Premises; and (fWork) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of amount Tenant's Work actually completed and installed in the Draw Request. To the extent Landlord does not so reject any portion of said Draw RequestPremises, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contraryfor which payment is requested, but subject to Section 1 of this Work Letter, Landlord will pay is more than the amount of the Construction Allowance requested; and provided further that Tenant complies with subsections (a) through (f) above with regard to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable final portion of the Expansion PremisesConstruction Allowance. Such progress payments will be made payable to Tenant and will be Landlord shall establish a standard construction escrow at the office of the Landlord's title insurance company (the “Construction Escrow”) for the undisputed purpose of Landlord funding the Construction Allowance and Tenant paying the cost of Tenant's Work. Landlord and Tenant shall comply with the provisions of the Construction Escrow, and Tenant shall pay 100% of the cost of same. All payments for Tenant's Work shall be funded through the Construction Escrow. Unless required by Landlord's lenders or equity partners, the Construction Escrow will not require (i) that the title company issue date down mechanic lien endorsements every time part of the Construction Allowance is funded or (ii) that there be an inspecting architect who approves every draw; provided that if (i) and/or (ii) aforesaid is required, same shall be at Tenant's cost. Notwithstanding anything to the contrary contained herein, the Tenant shall use no more than the following amounts of the Construction Allowance toward the following Actual Construction Costs: (i) $788,703 for construction management/oversight fees; and (ii) $1,402,140 for furniture, fixtures and equipment expenses and moving expenses. Prior to beginning construction of Tenant's Work, Tenant shall provide Landlord with a budget showing the anticipated cost of Tenant's Work. If the budget for Tenant's Work indicates that the cost of Tenant's Work exceeds the amount of the submitted invoicesConstruction Allowance, less a ten percent (10%) retainage (which before Landlord is obligated to fund any part of the Construction Allowance, Tenant shall, using its own funds, pay for the cost of that part of Tenant's Work that is in excess of the Construction Allowance and Tenant's payment of same, through the Construction Escrow, shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent 's obligation to pay the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentConstruction Allowance.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of provide Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements with an allowance in an amount up to, but not to exceed exceed, One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may ”) to be used towards Tenant's soft toward costs and existing Lease or Amendment obligations incurred by Tenant in accordance with Section 1 of this Work Letterinstalling additional air conditioning equipment in the Premises (the “Improvements”). Landlord shall pay the Allowance documented cost of the Improvements directly to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof)or, at Tenant’s Representative may submit option, to LandlordTenant’s Representative a request in writing (“Draw Request”) for HVAC contractor, and deduct the amount of all such payments from the Allowance. Notwithstanding the foregoing, Landlord shall not be obligated to pay any portion of the Allowance which request unless and until Landlord shall include: have (ai) “as-built” drawings showing approved all of Tenant Improvements; (b) a detailed breakdown of Tenant's final plans and total construction costs, together with receipted invoices showing payment specifications for such Improvements prior to commencement thereof; (cii) a certified, written statement from approved all contractors engaged by Tenant for the Architect that all performance of Tenant the Improvements has been completed in accordance with the Drawingsprior to commencement thereof; (diii) received certificates of insurance from all required AIA forms, supporting final such contractors; (iv) received invoices documenting the cost of the Improvements for which payment is requested; and (v) received unconditional lien waivers, and releases executed by waivers from all contractors performing labor or providing materials for any portion of the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in Improvements. In connection with its review of Tenant’s plans and specifications, Landlord may require Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations engage Landlord’s roof contractor for any roof penetrations necessary in connection with Tenant Improvements the Improvements, and the operation of Tenant's business commercially reasonable cost thereof shall be deducted from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all Allowance. All costs of construction of the conditions set forth Improvements in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval excess of the Draw Request, Allowance shall be payable by Tenant. Tenant shall obtain all necessary permits and governmental approvals necessary for the Improvements at its sole risk and expense and shall cause the Improvements to be constructed in accordance with such permits and approvals and all applicable laws. Landlord shall pay have no obligation to pay, reimburse or allow Tenant any right of offset to the balance extent of any unspent portion of the Allowance. Payment by Landlord The Allowance shall be made within thirty available to Tenant for a period of ninety (3090) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and days following the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 date of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentAmendment.

Allowance. Landlord shall contribute provide an allowance to Tenant of $100,000.00 (the “Exterior Allowance”) to reimburse Tenant for costs of improvements for a grade-level pedestrian connection to the Building, with walks, canopies, lighting, seating, snow melt, and other aesthetic features and improvements as mutually designed by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020. In addition, Landlord shall provide an additional allowance to Tenant of $10.00 per square foot (the “Interior Allowance”) to reimburse Tenant for costs of improvements for interior features and expenses improvements as proposes and mutually agreed upon by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020, and provided further that Tenant has not theretofore exercised its Early Termination Right. Such improvements shall be performed in compliance with the provisions of all costs for this Lease, and the planning Interior Allowance and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Exterior Allowance, Tenant as applicable, shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance disbursed to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete within thirty (as provided under Section 11 hereof), Tenant’s Representative may submit to 30) days following Landlord’s Representative a request in writing (“Draw Request”) for confirmation that the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has relevant improvements have been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waiversplans and specifications approved by Landlord, and releases executed receipt by the Architect, General Contractor, the Major Subcontractors Landlord of Tenant’s verification of costs and all subcontractors applicable releases and suppliers in connection with waivers of liens. Additionally, if Tenant Improvements; exercises Extended Term 1 Landlord shall provide an allowance to Tenant of $5.00 per square foot (ethe “Extended Term Allowance”) a copy to reimburse Tenant for costs of a certificate of occupancy or amended certificate of occupancy required with respect improvements to the Expansion PremisesPremises as mutually approved by Tenant and Landlord. Such improvements shall be performed in compliance with the provisions of this Lease, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord Extended Term Allowance shall be made disbursed to Tenant within thirty (30) days, unless days following Landlord’s Representative notifies Tenant’s Representativeconfirmation that the improvements have been completed in accordance with plans and specifications approved by Landlord, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies Landlord of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the verification of costs and all applicable portion releases and waivers of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentliens.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of Two Hundred Thirty-Eight Thousand Eight Hundred and 00/100 Dollars ($238,800.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceOriginal Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt of (i) a certificate of completion prepared by Landlord’s Representative from Tenant’s Representative Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of Four Hundred Seventy-Nine Thousand and 00/100 Dollars ($479,000.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceOriginal Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt of (i) a certificate of completion prepared by Landlord’s Representative from Tenant’s Representative Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord On the Effective Date, the RBL Claims shall contribute be Allowed in their entirety for all purposes of the Plan in the aggregate principal amount of $188,500,000, plus any accrued and unpaid interest (accruing at the default rate to the costs extent provided under the RBL Credit Agreement), fees, costs, and other expenses arising under, and payable pursuant to, the RBL Credit Agreement on or before the Effective Date, which shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination, counterclaims, cross claims, defenses, disallowance, impairments, or any other challenges under applicable law or regulation by any entity. Treatment: On the Effective Date, each Holder of an Allowed RBL Claim will receive (a) its pro rata share (determined as a percentage of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions Allowed RBL Claims) of the Allowance may be used towards Tenant's soft costs All Lender Portion and existing Lease or Amendment obligations (b) (i) if such Holder elects to participate in accordance the Exit Revolving Facility, (x) such Holder’s pro rata share (determined as a percentage of all Allowed RBL Claims owned by Holders electing to participate in the Exit Revolving Facility) of the Exit Facility Revolving Lender Cash Portion and (y) Exit Facility Revolving Loans with Section 1 a principal amount equal to the amount of this Work Letter. Landlord shall pay such Holder’s Allowed RBL Claim (after application of the Allowance All Lender Portion and the Exit Facility Revolving Lender Cash Portion to Tenant consistent with such Holder’s Allowed RBL Claim) and commitments under the Exit Revolving Facility, upon the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter the Exit Facility Term Sheet, and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30ii) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord if such Holder does not so reject any portion of said Draw Requestelect to participate in the Exit Revolving Facility, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing Second Out Term Loans with a principal amount equal to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of such Holder’s RBL Claim (after application of the Allowance All Lender Portion to Tenant in progress payments (not more often than monthlysuch Holder’s Allowed RBL Claim). Such progress payments will The Liens securing the RBL Credit Facility shall be made not later than thirty (30) days after receipt retained by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work Exit Facility Agent to which such invoices relate has been substantially completed and/or secure the materials to which such invoices relate have been installed in, or delivered to, Exit Facility upon the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentEffective Date.

Allowance. Landlord agrees to provide Tenant a tenant improvement allowance in the amount of Seven Hundred Ninety-three Thousand Five Hundred Twenty Dollars ($793,520) (the "Allowance") for the construction of the Tenant Improvements. The Allowance shall contribute be applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant Improvements Costs. Any and all costs in excess of the Allowance required to complete the construction of the Tenant Improvements in accordance with subparagraph (b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, Tenant shall submit to Landlord for its review and approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the costs Premises in connection with the construction of the Tenant Improvements ("Payment Request"). Each Payment Request shall be accompanied by a certification signed by the Tenant's general contractor and expenses the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs for to construct the planning and design of Tenant Improvements, including all permitschange orders, licenses and construction fees the amount expended for such items to date and constructing the estimated costs to complete the Tenant Improvements in an amount not to exceed the AllowanceImprovements. If the final costs for Tenant Improvements exceed the AllowanceIn addition, Tenant each Payment Request shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowanceaccompanied by lien release waivers from all contractors, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required materialmen to be paid through such Payment Request and, with respect to the Expansion Premisescompleted work, if applicablefinal lien release waivers, together with all licenses, certificates, permits in form and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory content acceptable to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Within ten (10) business days after Landlord's Representatives receipt and approval of the Draw each such Payment Request, Landlord shall pay cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (90%) of such approved Payment Request times the balance of ratio which the Allowancetotal Allowance bears to the total construction cost set forth in the certifications by Tenant's general contractor and architects. Payment by Landlord shall cause to be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and disbursed the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent retention amount, up to the first such progress paymentlimit of the Allowance, Tenant’s Representative will deliver to Landlord’s Representative upon the issuance of an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted unqualified Certificate of Occupancy for the immediately preceding progress paymentPremises and the expiration of the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements.

Allowance. Landlord agrees to contribute the Allowance toward the cost of design and construction of the Initial Alterations. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for demolition and costs in connection with the Initial Alterations including, without limitation, cabling and conduiting, the payment of plan check, permit and license fees, consultants fees, signage, testing and inspection costs, after-hours HVAC usage, Title 24 fees, and contractors’ fees and general conditions and as otherwise provided in Section G below. The Allowance shall contribute be paid to Tenant or, at Landlord’s option, to the costs order of the general contractor that performs the Initial Alterations, in periodic disbursements within thirty (30) days after receipt of the following documentation: (i) an application for payment and expenses sworn statement of contractor substantially in the form of AIA Document G-702 covering all costs work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the planning form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and design Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a request to disburse from Tenant in a form reasonably approved by Landlord containing an approval by Tenant of the work done (vis-à-vis Landlord) and showing the schedule, by trade, of percentage of completion of the Initial Alterations in the Premises, detailing the portion of the work completed and the portion not completed; and (v) all other information reasonably requested by Landlord. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) record set plans of the Initial Alterations marked with all changes from approved drafts, and (5) the certification of Tenant Improvementsand its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the Approved Working Drawings, including all permitsand in accordance with applicable laws, licenses codes and construction fees and constructing Tenant Improvements in an amount not ordinances. In no event shall Landlord be required to exceed disburse the AllowanceAllowance more than one time per month. If the final costs for Tenant Improvements Initial Alterations exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of entitled to the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA formsterms hereof, supporting final lien waiversbut each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Monetary Default under the Lease, and releases executed Landlord’s obligation to disburse shall only resume when and if such default is cured. Notwithstanding any provision to the contrary contained in this Work Letter, in the event that any of the Allowance required to be paid by Landlord in accordance with the Architectterms of this Work Letter are not paid when due (provided that all applicable conditions for the payment of any such amounts set forth herein have been fully satisfied, General Contractorincluding, but not limited to, the Major Subcontractors and all subcontractors and suppliers in connection with expiration of any time period set forth herein for Landlord to pay any such amounts), Tenant Improvements; shall have the right, following thirty (e30) a copy of a certificate of occupancy or amended certificate of occupancy required with respect days written notice to the Expansion PremisesLandlord, if applicableto offset such amounts, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and interest at the operation of Tenant's business Interest Rate from the Expansion Premisesdate such payments were due, against the next payments of Base Rent, on a monthly basis, until such amounts are fully exhausted; and (f) proof reasonably satisfactory to Landlord’s Representative provided, however, that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay have the balance of the Allowance. Payment by Landlord shall be made right, in good faith, to notify Tenant in writing within thirty (30) days, unless days following Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from notice that the amounts described in Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate notice have been installed inpreviously paid by Landlord, or delivered toand upon Landlord providing evidence thereof to Tenant, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until entitled to offset such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentamount against monthly Base Rent.

Allowance. Landlord Tenant shall contribute be entitled to a one-time tenant improvement allowance (the costs "Allowance") in the amount of $8,000,000.00 to be applied toward the Allowance Items (defined in Section 1.2 below). Tenant shall be entitled to utilize the Allowance from and expenses after the date of all costs for full execution and delivery of the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceAgreement. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for all costs associated with the Tenant Improvement Work, including the costs of the Allowance Items, to the extent such excess costs. If costs exceed the total cost lesser of performing Tenant Improvements is less than (a) the Allowance, portions of or (b) the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions Notwithstanding any contrary provision of this Section. After Agreement, in the event that Tenant Improvements are complete fails to use the entire Allowance by May 31, 2028 (as provided under Section 11 hereofthe "Allowance Deadline"), Tenant’s Representative as such date may submit be extended due to any Landlord Delays or Force Majeure Delays, the unused amount shall revert to Landlord and Tenant shall have no further rights with respect thereto. As used herein, the term "Landlord Delays" means (i) the failure of Landlord to timely approve or disapprove any matter requiring Landlord’s Representative a request in writing 's approval relating to this Work Letter; or (“Draw Request”ii) for the Allowance which request shall include: unreasonable (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed when judged in accordance with industry custom and practice) interference by Landlord with the Drawings; (d) all required AIA forms, supporting final lien waivers, substantial completion of the Tenant Improvement Work and releases executed by which objectively precludes or delays the Architect, General Contractorconstruction of the Tenant Improvement Work beyond the Allowance Deadline. As used herein, the Major Subcontractors and all subcontractors and suppliers term "Force Majeure Delays" means strikes, lock-outs, labor troubles, inability to procure materials, failure of power, governmental moratorium or other governmental action or inaction (including failure, refusal or delay in connection with Tenant Improvements; (e) a copy issuing permits, approvals or authorizations), injunction or court order, riots, insurrection, war, fire, earthquake, flood or other natural disaster or other reason of a certificate like nature not the fault of occupancy Tenant in performing the Tenant Improvement Work. In the event of a Landlord Delay or amended certificate of occupancy required with respect Force Majeure Delay, then the Allowance Deadline shall be extended for a period equivalent to the Expansion Premisesperiod of such delay so long as Tenant delivers written notice to Landlord describing the Landlord Delay or Force Majeure Delay, if as applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and within ten (10) business days after the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all occurrence of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentevent.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of Six Hundred Seventy-One Thousand Six Hundred Sixteen and 00/100 Dollars ($671,616.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceExisting Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt of (i) a certificate of completion prepared by Landlord’s Representative from Tenant’s Representative Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord agrees to provide Tenant a tenant improvement allowance ("Allowance") in an amount up to, but not exceeding, Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) for the construction of the Tenant Improvements; provided, however, Tenant may elect to increase the Allowance to an amount up to, but not exceeding, Forty-one Thousand Four Hundred Seventy Dollars ($41,470) by providing Landlord with written notice of such election at the time Tenant submits to Landlord the budget described in the second paragraph of subparagraph (b) above. The Allowance shall contribute be applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant Improvements Costs. Any and all costs in excess of the Allowance required to complete the construction of the Tenant Improvements in accordance with subparagraph (b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, Tenant shall submit to Landlord for its review and approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the costs Premises in connection with the construction of the Tenant Improvements ("Payment Request"). Each Payment Request shall be accompanied by a certification signed by the Tenant's general contractor and expenses the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs for to construct the planning and design of Tenant Improvements, including all permitschange orders, licenses and construction fees the amount expended for such items to date and constructing the estimated costs to complete the Tenant Improvements in an amount not to exceed the AllowanceImprovements. If the final costs for Tenant Improvements exceed the AllowanceIn addition, Tenant each Payment Request shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowanceaccompanied by lien release waivers from all contractors, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required materialmen to be paid through such Payment Request and, with respect to the Expansion Premisescompleted work, if applicablefinal lien release waivers, together with all licenses, certificates, permits in form and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory content acceptable to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Within ten (10) business days after Landlord's Representatives receipt and approval of the Draw each such Payment Request, Landlord shall pay cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (90%) of such approved Payment Request times the balance of ratio which the Allowancetotal Allowance to be utilized by Tenant bears to the total construction cost set forth in the certifications by Tenant's general contractor and architects. Payment by Landlord shall cause to be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and disbursed the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent retention amount, up to the first limit of the Allowance, upon the issuance of an unqualified Certificate of Occupancy for the Expansion Space and the expiration of the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements. In the event that the Allowance (as the same may be increased pursuant to this subparagraph (d) above) is more than Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) ("Base Allowance Amount"), then the amount by which the Allowance (as so increased) exceeds the Base Allowance Amount shall be fully amortized over the period commencing on the Expansion Space Commencement Date through the balance of the initial Term of the Lease at a rate of eleven percent (11%) per annum ("Amortization Rate"), and all such progress payment, Tenant’s Representative will deliver amortized amounts shall be paid by Tenant to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to Landlord as Rent at the labor time and materials reflected in the invoices submitted manner required for Tenant to pay monthly Base Rent as set forth in the Lease. Upon the occurrence of any Event of Default under the Lease, Landlord shall have the right, in addition to all other rights and remedies of Landlord, to accelerate the remaining principal balance of the excess Allowance amount amortized hereunder and to require that the entire amount thereof be immediately preceding progress paymentpaid in full by Tenant. Should Tenant fail to pay such remaining principal amount within five (5) business days after such election by Landlord, such remaining principal amount shall thereafter bear interest at the Amortization Rate.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of Four Hundred Seventy-Nine Thousand and 00/100 Dollars ($479,000.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant's FF&E (as such term is defined herein). For purposes of this Amendment, "Tenant's FF&E" shall mean Tenant's furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceOriginal Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with (i) a certificate from of completion prepared by Tenant’s Representative indicating that the work 's Architect, (ii) final as-built plans and specifications pursuant to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed inthis Amendment, or delivered to(iii) full, the applicable portion final, unconditional lien releases, and (iv) reasonable substantiation of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord shall contribute to pay towards the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permitspre-construction costs, licenses permit fees, project management, and construction fees and costs of constructing the Tenant Improvements in (collectively, the “Tenant Improvement Costs”), an amount equal to $75.00 per rentable square foot of the Building (as determined by Architect and reasonably approved by Tenant in the Construction Documents in accordance with ANSI/BOMA Z65.3-2018 Gross Area 1 (Leasing Method) (the “BOMA Standard”)) (the “Allowance”), except that the Allowance shall not be used to exceed pay for Tenant’s machinery, equipment and trade fixtures and other personal property (other than as documented in the approved TI Construction Documents), any Excluded Costs or any costs associated with construction management personnel engaged by Tenant in connection with this Lease. For the avoidance of doubt, all Excluded Costs shall be payable solely by Landlord and shall not be included in the calculation of Tenant Improvement Costs for the purpose of determining Tenant’s Contribution. Except as expressly set forth herein, Landlord’s payment of the Allowance or the Tenant Improvement Costs (if such amount is less than the Allowance), shall satisfy in full Landlord’s obligation to pay the Allowance hereunder, and Landlord shall not be obligated to make any payment for any subsequent alterations or improvements to the Project whether or not the entire Allowance was expended on the initial Tenant Improvements. Notwithstanding the foregoing, in the event the entire Allowance is not expended on the initial Tenant Improvements, any remaining amounts may be used for Tenant’s Work subject to a draw procedure agreed to by Landlord and Tenant in their reasonable discretion, including reasonable requirements regarding lien waivers delivered by Tenant. Furthermore, notwithstanding the foregoing, if an Event of Default is continuing at the time Landlord's payment of any portion of the Allowance is due under this Work Letter, then, in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease, Landlord may stop construction (including any pre-construction work) of the Improvements until such Event of Default is cured. If the final costs for Landlord stops construction due to an Event of Default, then any such delay shall be a Tenant Improvements exceed the Allowance, Delay and Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft all costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to remobilizing the Expansion Premises, if applicable, together with all licenses, certificates, permits Contractors and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentrecommencing construction.

Allowance. Landlord shall contribute an amount not to exceed the Allowance to the costs and expenses cost of the Tenant’s Work, including, without limitation, all costs for associated with the planning and design of Tenant ImprovementsImprovements as defined in Section 3 above, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowancefees. If the final costs for Tenant Improvements Tenant’s Work exceed the Allowance, Tenant those Excess Costs shall be responsible for such excess costspaid by Tenant. If Provided the total cost of performing Lease is in full force and effect and Tenant Improvements is less than the Allowancenot in Default hereunder beyond any applicable notice and grace period, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Tenant’s Work is Substantially Complete (as provided under Section 11 hereof), Tenant’s Representative may shall submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; , (b) a detailed breakdown of Tenant's ’s final and total construction costs, together with receipted invoices showing payment thereof; , (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; , (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; , (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; Improvements, and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements, including, at Landlord’s Representative's option, a certificate from the General Contractor and Architect after inspection of Tenant Improvements (“Draw Request”). Upon Within thirty (30) days after Landlord's Representatives ’s Representative’s receipt and approval of the Draw Request, Landlord shall pay the balance to Tenant all or so much of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representativeless the Construction Management Fee, set forth in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than Request within thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentthereof.

Allowance. (i) Landlord shall contribute to perform the costs Landlord’s Work shown in accordance with the Construction Drawings and expenses in accordance with the other requirements of all costs this Lease. Landlord’s construction manager for the planning Landlord’s Work shall be Xxxxxxxx Realty Management, who shall supervise the general contractor selected by Landlord. Landlord shall pay for a portion of the cost of the Landlord’s Work (i.e., the sum of the Hard Costs of Landlord’s Work and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements the Construction Management Fee) in an amount (the “Allowance”) not to exceed the Allowance. If Maximum Allowance and Tenant shall pay for any and all costs and expenses associated with the final costs for Tenant Improvements exceed Landlord’s Work (including, without limitation, such additional expenses which result from any special work, materials, finishes or installations required by Tenant, unforeseen field conditions, or from any delays in the Landlord’s Work occasioned by Tenant) in excess of the Maximum Allowance, Tenant shall if any (“Tenant’s Excess Share”). The Allowance may be responsible for such excess costs. If used and applied only against the total cost of performing Tenant Improvements is less than labor and materials, general contractor’s overhead and profit, contractors* insurance, taxes, bonds and permit fees, impact fees and other similar fees required (collectively, “Hard Costs”) in connection with Landlord’s Work, except that (x) up to $[******] (i.e., $[******] per rentable square foot of the Allowance, portions Premises) of the Allowance may be used towards by Tenant to reimburse Tenant for the following documented, out-of-pocket “soft” costs incurred by Tenant's soft : costs paid by Tenant for the purchase and existing Lease or Amendment obligations in accordance with Section 1 installation of this Work Letter. Landlord shall pay Tenant’s furniture, fixtures and equipment, architectural and engineering fees and the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Construction Management Fee (as provided under Section 11 hereofdefined below), Tenant’s Representative may submit (y) up to Landlord’s Representative a request in writing $[******] (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costsi.e., together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all $[******] per rentable square foot of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30Premises) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance may be used by Tenant to reimburse Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies for the Hard Costs of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed inWork, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will and (z) any unused Allowance may be made payable to Tenant and will be used for the undisputed amount of the submitted invoices, less a ten percent (10%approved change orders as provided in Section 5(i) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentbelow.

Allowance. Landlord shall contribute provide Tenant with an additional leasehold improvement allowance of up to $600,000 (the “Allowance”). The Allowance may only be used for leasehold improvements in and to the Premises, which improvements shall be consistent in quality and type with those leasehold improvements already in place. In no event shall the Allowance be used for trade fixtures, equipment, furnishings or other removable personal property of Tenant. Any leasehold improvements constructed by Tenant in the Premises shall be constructed pursuant to plans and specifications approved by Landlord and by a general contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and shall otherwise be constructed in accordance with the provisions of Sections 9 and 10 of the Lease. All construction shall be done at Tenant’s expense (provided that Tenant shall be reimbursed for the Allowance as set forth herein), in a good and workmanlike manner, and shall comply at the time of completion with all Laws and Requirements. Tenant shall deliver to Landlord copies of all certificates of occupancy, permits and licenses required to be issued by any authority in connection with Tenant’s construction. Draws against the Allowance shall be disbursed to Tenant by Landlord promptly (and in no event later than thirty (30) calendar days) after submittal by Tenant to Landlord of evidence of the costs and expenses of the leasehold improvements, evidence of payment thereof by Tenant, and lien waivers from all costs for persons supplying labor or materials to the planning and design of Tenant Improvementsleasehold improvements. The Allowance may be disbursed in periodic draws, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowancebut no more frequently than monthly. If the final costs for Tenant Improvements and expenses of the leasehold improvements in and to the Premises exceed the Allowance, Tenant shall be solely responsible for such excess costspayment of any excess. If In the total cost event the budget for the leasehold improvements is estimated by Landlord and Tenant to exceed 125% of performing Tenant Improvements is less than the Allowance, portions Tenant will either (i) directly pay (without recourse to the Allowance), and provide Landlord lien waivers for, that portion of the construction costs sufficient to bring the remainder of the budgeted costs within the Allowance, or (ii) deposit the amount in excess of the Allowance may with Landlord to be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. disbursed by Landlord shall pay after the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance full disbursement of the Allowance. Payment by Landlord shall , to insure that all construction is completed lien free (any excess Tenant funds will be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all returned to Tenant upon completion of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount project and full payment of the Allowance to Tenant in progress payments (not more often than monthlyproject costs). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. Landlord shall contribute agrees to the costs and expenses of all costs pay for the planning and design cost of Tenant Improvements, including all permits, licenses and construction fees and constructing the Tenant Improvements (the "Basic Project Costs") in an amount not to exceed the Seven Hundred Seventy-Three Thousand Five Hundred Ninety-Five Dollars ($773,595) ("Tenant Improvement Allowance"). If the final costs for Provided Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations not in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Requestdefault hereunder, Landlord shall pay disburse the balance of Tenant Improvement Allowance applicable to the Allowance. Payment by Landlord shall be made Project Basic Costs from time to time, within thirty (30) daysdays of each notice by Tenant of such cost being payable to such contractor, unless subcontractor or vendor, as the case may be upon the last to occur of Landlord’s Representative notifies Tenant’s Representative's receipt of (i) copies of General Contractor's (as hereinafter defined) applications for payment, including the General Contractor's final application for payment in writingconjunction with the last draw hereunder, (ii) complete release of its rejection (General Contractor and the reasons therefor) of any or all subcontractor rights to mechanic's lien claims on account of the Draw RequestTenant Improvements to which such draw is applicable and in conjunction with the final draw a final lien release and such other documentation as Landlord may require in conjunction therewith to enable Landlord to obtain a title insurance endorsement over mechanic lien rights, (iii) evidence of completion of the Work to which such draw applies. The Tenant Improvement Allowance is based on a rentable square footage of the Premises of 17,191 rentable square feet and Forty Five Dollars ($45.00) per rentable square foot. Landlord's total financial obligation with respect to the purchase, construction and installation of the Tenant Improvements or any other improvements to the Premises shall be limited solely to the Tenant Improvement Allowance. Tenant agrees to pay for any costs related to completion of the Work in excess of the Tenant Improvement Allowance ("Excess Costs"). To the extent Landlord does the Basic Project Costs are less than the Tenant Improvement Allowance ("Excess Allowance"), the Excess Allowance may be utilized by Tenant in an amount not so reject to exceed One Hundred Seventy-One Thousand Mine Hundred Ten Dollars ($171,910) to reimburse Tenant for cabling, consultant fees, permits, furniture or as a credit against Base Rent and any portion excess beyond such amounts shall be and remain the property of said Draw Request, Landlord shall timely pay the Draw RequestLandlord. Notwithstanding the foregoing anything contained herein to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant and in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent addition to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect Allowances (to the labor extent necessary), Tenant shall spend all amounts required to complete the Tenant Improvements Work in substantial conformance with the Approved Working Drawings, using class A workmanship and materials reflected in the invoices submitted for the immediately preceding progress paymentnew class-A materials.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of Four Hundred Seventy-One Thousand Eight Hundred Sixty and 00/100 Dollars ($471,860.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceOriginal Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt of (i) a certificate of completion prepared by Landlord’s Representative from Tenant’s Representative Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the The Allowance may be used towards Tenant's soft only for the hard costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Eligible Soft Costs (as provided under Section 11 hereof), hereinafter defined) of construction of the Tenant’s Representative may submit Work pursuant to Landlordthe approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to the Tenant’s Representative a request Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees: provided, however, that in writing no event shall the Eligible Soft Costs exceed fifteen percent (“Draw Request”15%) of the total Allowance or be used for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers services provided in connection with Tenant Improvements; (e) a copy the negotiation of a certificate the Lease. For the avoidance of occupancy doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or amended certificate other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of occupancy required with respect personal properly which is not intended to be permanently affixed to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all . Payment of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord Allowance shall be made by Landlord to Tenant within thirty (30) daysdays following the last to occur of: (i) completion of the Tenant’s Work, unless (ii) Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from its Architect or General Contractor together with a certificate from all contractors and subcontractors who performed the Tenant’s Representative indicating that Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to which such invoices relate has been substantially completed and/or pay for any of the materials to which such invoices relate have been installed in, or delivered toTenant’s Work in excess of the Allowance. Further, the applicable Allowance shall only be available for Tenant’s use for work performed and submitted for reimbursement in accordance with the terms of this Exhibit on or before November 30, 2016, after which date Tenant hereby waives any and all rights to any unused portion of the Expansion PremisesAllowance. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.EXHIBIT C

Allowance. Landlord shall contribute make available to Tenant an allowance (the “Allowance”) of up to One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00), which shall be applied to the costs and expenses of all costs for incurred by Tenant in performing any approved tenant improvements or renovations to the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not Premises (such improvements being referred to exceed as the Allowance. If the final costs for Tenant Improvements exceed the Allowance, “Renovation Improvements”T Tenant shall be responsible for completion of the Renovation Improvements and for obtaining all permits and other approvals required in connection with such excess costsRenovation Improvements. If All Renovation Improvements shall: (i) consist of materials and finishes that are equal to or higher in quality and class than the total cost of performing Tenant Improvements is less than materials and finishes currently existing in the Premises; (ii) be performed in accordance with working drawings, plans and specifications prepared by Tenant, at Tenant’s sole expense subject to offset by the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations previously approved in writing by Landlord in accordance with the terms of subsection b. below; and (iii) be considered alterations to the Premises subject to the applicable provisions of the Lease, including but not limited to Section 1 4.2 of this Work Letterthe Initial Lease. Landlord shall pay the Allowance The costs that are eligible to be reimbursed to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request Renovation Improvements shall include: include (a) “as-built” drawings showing all architectural fees and costs, construction management fees and costs, engineering fees and costs and any other fees, costs and expenses of any kind incurred or payable by Tenant in connection with the performance of the Renovation Improvements; (b) a detailed breakdown of Tenant's final all fees and total construction costs, together charges imposed by any governmental entity or authority in connection with receipted invoices showing payment thereofthe Renovation Improvements; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawingssales and use taxes; (d) all required AIA forms, supporting final lien waivers, and releases executed by insurance fees associated with the Architect, General Contractor, construction of the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Renovation Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits testing and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premisesinspecting costs; and (f) proof reasonably satisfactory the costs and charges for materials and labor, contractor's profit and contractor's general overhead incurred by Tenant in having the Renovation Improvements completed. Notwithstanding anything to Landlord’s Representative the contrary contained herein, it is agreed that costs of the following Renovation Improvements are eligible for reimbursement to the Tenant from the Allowance: (i) the Demising Wall, (ii) all electrical work required to demise the space and (iii) relocation of the battery charging station associated with demising the space. In addition, and notwithstanding anything to the contrary contained herein, Landlord acknowledges and agrees that Tenant has complied with all commenced certain of the conditions set forth in this Work Letter Renovation Improvements prior to the Amendment Effective Date and has satisfactorily completed that the costs associated with such Renovation Improvements shall be eligible for reimbursement to the Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of from the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of One Million Thirty-Eighty Thousand Ninety-Two and 00/100 Dollars ($1,038,092.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (as such term is defined herein). For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, “Tenant’s Personal Property” described on Exhibit “G” to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceOriginal Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt of (i) a certificate of completion prepared by Landlord’s Representative from Tenant’s Representative Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord shall contribute to reimburse Tenant for all or some portion of the costs and expenses Project Costs through an allowance (the "ALLOWANCE") in the amount of all costs for $8.50 per rentable square foot of each of the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, two portions of the Expansion Space. The Allowance may shall be used towards Tenant's soft costs payable separately with respect to Expansion Space #1 and existing Lease or Amendment obligations Expansion Space #2 in accordance with this Section 1 of this Work Letter3.d. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect Provided that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required no default then exists with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; obligation to pay Rent and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all is then lawfully in occupancy of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable Space in the routine conduct of its business, Landlord shall pay to Tenant and will be for a sum in the undisputed amount of the submitted invoiceslower of the $8.50 per rentable square foot of the applicable portion of the Expansion Space Allowance or the actual Project Costs for such portion of the Expansion Space within 10 business days after the last to occur of the following: (i) Landlord's receipt of the Substantial Completion Certificate for such portion of the Expansion Space; and (ii) Landlord's receipt of full lien waivers for all of the Tenant Work for such portion of the Expansion Space. Tenant shall be solely responsible for all Project Costs for such portion of the Expansion Space in excess of the portion of the Allowance payable with respect to such portion of the Expansion Space. Project Costs shall not include, less a ten percent (10%) retainage (which and the Allowance shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien payable with respect to, any overhead or other "internal" costs or expenses of Tenant, any costs or expenses which are not actually paid to third parties unaffiliated with Tenant, or any costs of purchasing, leasing, and/or installing any equipment or other personal property which will not become part of the labor Premises and materials reflected the property of Landlord upon installation in the invoices submitted Expansion Space. The $8.50 per rentable square foot maximum shall apply collectively to both of Expansion Space #1 and Expansion Space #2, so that if Project Costs for one portion of the Expansion Space do not equal $8.50 per rentable square foot, but Project Costs for the immediately preceding progress paymentother portion exceed $8.50 per rentable square foot, Tenant shall be entitled to be reimbursed for more than $8.50 per rentable square foot of Project Costs for the second portion of the Expansion Space, provided that the maximum amount of the Allowance shall remain the lesser of $216,903 or total actual Project Costs for the entire Expansion Space.

Allowance. Landlord and Tenant agree that Landlord shall contribute provide Tenant with an allowance of Four Hundred Forty Thousand and 00/100 Dollars ($440,000.00) (the “Tenant Improvement Allowance”) for the Tenant Work and any other work and improvements that Tenant may in its discretion elect to make to the costs and expenses of all costs Premises (collectively the “Tenant Improvements”). The Tenant Improvement Allowance may be used for the planning Tenant Improvements and design any costs relating to the design, construction, acquisition and installation of the Tenant Improvements to be installed in the Leased Premises, including without limitation, architectural and engineering fees, licenses, permits and the costs of any and all plans and specifications and/or construction of the Tenant Improvements. With respect to all Tenant Improvements, if such Tenant Improvements consist of any structural improvement, then (i) Tenant’s choice of architects/space planner and contractor, if any, with respect to such Tenant Improvements, shall be subject to Landlord’s prior written approval, with approval not to be unreasonably withheld, conditioned or delayed, (ii) prior to commencement of construction of the Tenant Improvements, Tenant shall provide Landlord with plans and specifications for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, (iii) such Tenant Improvements shall be constructed in accordance with such plans and specifications approved by Landlord, and (iv) Tenant or Tenant’s contractor shall carry “Builder’s All Risk” insurance in commercially reasonable amounts covering the construction Tenant Improvements. All Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, regulations and ordinances, free of liens and without any claims for unpaid bills or materials, labor or supplies. Tenant’s contractor or contractors for the Tenant Improvements shall be licensed and carry Worker’s Compensation insurance covering all of their respective employees, and shall also carry commercial general liability insurance, including property damage, all with commercially reasonable limits in form reasonably approved by Landlord. Tenant’s contractor or contractors shall submit to Landlord, a Certificate of Insurance, naming Landlord as an additional insured. Tenant shall furnish to Landlord, to the extent applicable, executed construction permits, licenses evidence reasonably satisfactory to Landlord of final inspection of the Tenant Improvements by all governmental agencies having jurisdiction over the Premises and construction fees such invoices, certifications, affidavits, lien releases and constructing other documentation as Landlord may reasonably request, to be assured, to Landlord’s reasonable satisfaction, that the Tenant Improvements have been completed in compliance with all laws and, if applicable, in accordance with the plans and specifications approved by Landlord and have been paid for by Tenant. Landlord shall have the option to either pay such expenses directly or to have Tenant be responsible for paying such expenses. Tenant will be responsible for paying all costs of the Tenant Improvements in an amount not to exceed excess of the Tenant Improvement Allowance. If the final costs for Tenant Improvements exceed Improvement allowance is not fully used by the Allowance, Tenant shall be responsible for such excess costs. If first anniversary of the total Delivery Date or the cost of performing the Tenant Improvements is less than the Tenant Improvement Allowance, portions such money shall remain the sole property of the Allowance may Landlord and shall be used towards Tenant's soft costs forfeited and existing Lease no longer offered. Tenant shall not be given any such surplus in cash or Amendment obligations allowed to use such surplus in accordance with Section 1 of this Work Letterany manner. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereofor if determined by Landlord directly to Tenant’s general contractor), Tenant’s Representative may submit to Landlord’s Representative a request the Tenant Improvement Allowance in writing multiple disbursements (“Draw Request”) for but not more than once in any calendar month), following the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed receipt by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all Landlord of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.following items:

Allowance. Commencing on the Effective Date, Tenant shall be entitled to a one-time allowance (the “Allowance”) in the amount of up to $856,625.00 (i.e., $35.00 per rentable square foot of the Premises), as reimbursement for Tenant's actual and reasonable costs incurred for permanent improvements made by Tenant to renovate the Premises, or to purchase and install furniture, fixtures, equipment (including audio-visual equipment) and information technology within the Premises, in accordance with, and subject to, the terms of the Lease. Prior to Landlord making any payment of the Allowance, Tenant shall contribute first deliver to Landlord (a) reasonable supporting documentation evidencing Tenant’s payment of such actual and reasonable costs contemplated by this Section 6, if any, and evidencing that any work for which payment is requested is complete and was performed in accordance with the costs terms of the Lease and expenses of all costs for the planning and design of Tenant Improvementsapplicable laws (including, including without limitation, all permits, licenses licenses, consents and construction fees approvals required under applicable laws), and constructing (b) unconditional lien releases for any work performed. Notwithstanding anything to the contrary contained herein, if any portion of the Allowance is not used by Tenant Improvements on or before July 31, 2023, such portion shall be deemed waived with no further obligation by Landlord with respect thereto, subject to the final sentence of this Section 6. In no event shall Landlord be obligated to make disbursements pursuant to this Section 6 in a total amount that exceeds the Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against any amounts payable hereunder by Tenant for any unused portion of the Allowance. Notwithstanding the foregoing, Tenant shall have the right, by written notice to Landlord, to utilize an amount not to exceed $734,250.00 (i.e., $30.00 per rentable square foot of the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions Premises) of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance not disbursed to Tenant consistent with to increase the terms Third Amendment Base Rent Credit, in which case, subject to and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (dterms of Section 3(b) all required AIA formsabove, supporting final lien waiverssuch additional Third Amendment Base Rent Credit shall apply to the Base Rent next coming due during the Third Amendment Term until used or applied, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; any Allowance (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect subject to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions maximum amount set forth in this Work Letter and has satisfactorily completed sentence) not disbursed to Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Requestby July 31, Landlord shall pay the balance of the Allowance. Payment by Landlord 2023 shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing deemed to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, elected by Tenant to increase the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time Third Amendment Base Rent Credit as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected set forth in the invoices submitted for the immediately preceding progress paymentthis sentence.

Allowance. So long as Tenant is not in default under the Amended Lease, commencing as of the mutual execution of this Amendment ("Allowance Availability Date"), Landlord shall contribute make available to Tenant an allowance of up to One Hundred Thousand and No/100ths Dollars ($100,000.00) (the "Allowance") which shall be used by Tenant to pay for costs of completing refurbishments (the "Refurbishment Work") to the costs Premises subject to Landlord's prior written approval and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent compliance with the terms and conditions of this Sectionthe Lease, including, without limitation, Sections 12 and 13.1 thereof. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay Tenant the balance lesser of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all actual cost of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Refurbishment Work Letter, Landlord will pay the amount of or the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than within thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of Tenant submits to Landlord copies of any and all contracts, receipts, and lien waivers or releases, evidencing: (a) the costs incurred by Tenant for the Refurbishment Work, (b) the costs which have been paid in full by Tenant’s invoices , and (c) the absence of any liens from its Architect any person or General Contractor together entity performing work and/or providing services and/or supplies in connection with a certificate from Tenant’s Representative indicating that the work to which such invoices relate Refurbishment Work. Notwithstanding the foregoing, if Tenant has been not substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, Refurbishment Work and requested payment of the applicable portion of the Expansion PremisesAllowance by the last day of the twelfth (12th) calendar month following the Allowance Availability Date, Tenant's right and interest in and to the Allowance, and Landlord's obligation to pay the Allowance to Tenant, shall be null and void and of no further force or effect. Such progress payments will be made payable to Tenant and will be Except for the undisputed amount of Allowance and the submitted invoicesRoof Work as provided in Section 3(b) below, less a ten percent (10%) retainage (which Landlord shall not be released until such time obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with the New Term, and Tenant hereby accepts the Premises in its current "AS-IS" and "WHERE-IS" condition. Tenant further acknowledges that except as Landlord’s Representative expressly provided in this Amendment, neither Landlord nor any agent of Landlord has received made any representation or warranty regarding the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to of the first such progress paymentPremises, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s the improvements, refurbishments, or materialman’s lien alterations therein, if any, or the Property, or with respect to the labor and materials reflected in functionality thereof or the invoices submitted suitability of any of the foregoing for the immediately preceding progress paymentconduct of Tenant's business.

Allowance. Landlord shall contribute Subject to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay provide Tenant with an allowance of up to One Million Dollars ($1,000,000.00) (the balance “Allowance”). The Allowance may be used for Tenant’s Work, which may include, but not be limited to, hard and soft costs associated with Tenant’s Work to build the Building, and may include furniture, fixtures, equipment in the Premises. Tenant shall be responsible for all costs of Tenant’s Work in excess of the Allowance. Payment Subject to the terms and conditions of this Section, and so long as there is no default ongoing beyond any notice and/or cure period, partial payments of the Allowance provided by Landlord shall be made to Tenant within thirty (30) days, unless Landlord’s Representative notifies days of Tenant submitting to Landlord evidence of each payment made to Tenant’s Representative, in writing, of its rejection general contractor with: (and the reasons therefori) of any or all a commercially reasonable breakdown of the Draw RequestTenant’s Work included in the payment and (ii) a Form W-9, Request for Taxpayer Identification Number and Certification, executed by Tenant. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount The first twenty seven percent (27%) of the Allowance owed to Tenant in progress payments (not more often than monthly). Such progress payments will shall be made not later than thirty (30) days after receipt withheld by Landlord until completion of the building improvements on the Property, and Landlord’s Representative from obligation to disburse the first twenty seven percent (27%) of the Allowance is expressly conditioned upon receipt of the following “Allowance Deliverables”: (i) Tenant has furnished to Landlord a copy of a commercially reasonably detailed final cost breakdown for Tenant’s Representative of copies Work and Landlord has inspected the Premises to confirm that Xxxxxx’s Work has been completed in a good and workmanlike manner according to the Tenant’s Approved Plans; (ii) Tenant has furnished to Landlord commercially reasonable final affidavits and final lien releases from Xxxxxx’s general contractor, if any, all subcontractors and all material suppliers for all labor and materials performed or supplied as part of Tenant’s invoices Work (whether or not the Allowance is applicable thereto); and (iii) a copy of the certificate of occupancy from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate governmental authority having jurisdiction has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. At and after the date of the Lease, Landlord shall contribute provide Tenant with an allowance in the amount of Four Million One Hundred Ten Thousand Dollars ($4,110,000) to be used by Tenant as Tenant shall in its discretion determine in connection with its construction, fixturing, equipping and occupancy of the costs Premises, limited to moving related expenses and fees and expenses of Tenant's Space Planner as set forth in Paragraph 30.A. of the Lease and the purchase and installation of those items described Schedule 3 to this Work Letter (the "ALLOWANCE"). The Allowance shall be in addition to all costs of the Landlord's Work to be performed by Landlord and all other sums due or obligations of Landlord under the Lease or the Work Letter. At Tenant's sole discretion (i) the Allowance shall be applied against the cost of any Extra Work, upon delivery of invoices, contractor sworn statements and lien waivers or (ii) the Allowance shall be paid out to Tenant from time to time within forty-five (45) days of Tenant's notice requesting such payment; provided, however, that upon written notice from Landlord to Tenant within ten (10) days of Tenant's notice, Landlord may elect to defer payment of the Allowance to a date not later than the anticipated date on which Landlord would be entitled to payment of the Allowance from the Construction Loan for the planning and design Building. The foregoing right to defer the payment of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an the allowance amount not relating to exceed the Allowance. If telephone switch shall be on the final costs for Tenant Improvements exceed the Allowance, Tenant condition that Landlord shall be responsible for any price increases in such excess costs. If telephone switch unless prior to the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown expiration of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Requestforty-five day notice, Landlord shall deliver to Tenant an unconditional irrevocable letter of credit, in an amount equal to the cancellation charge which Tenant shall 133 be required to pay to the balance vendor of the Allowance. Payment telephone switch if the order for such telephone switch is cancelled by Landlord shall be made within thirty (30) daysTenaxx xxxm a bank reasonably acceptable to Tenant, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than with an expiration date thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative the anticipated deferred payment date. Tenant shall be entitled to designate which items of copies of Tenant’s invoices from its Architect such equipment and installation shall be paid for with the Allowance in whole or General Contractor together with a certificate from Tenant’s Representative indicating in part. To the extent that the work Allowance is utilized along with funds provided by Tenant to purchase equipment or items which such invoices relate has been substantially completed and/or are not leasehold improvements the materials ownership rights to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent items shall be reasonably allocated between Landlord and Tenant based on respective contributions; and the Landlord and Tenant shall to the first extent practicable attempt to avoid common ownership and identify such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentspecific items as being owned separately.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of One Million Fifty-Three Thousand Eight Hundred and 00/100 Dollars ($1,053,800.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant's FF&E (as such term is defined herein). For purposes of this Amendment, "Tenant's FF&E” shall mean Tenant's furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceOriginal Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with (i) a certificate from of completion prepared by Tenant’s Representative indicating that the work 's Architect, (ii) final as-built plans and specifications pursuant to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed inthis Amendment, or delivered to(iii) full, the applicable portion final, unconditional lien releases, and (iv) reasonable substantiation of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord shall agrees to contribute the sum of up to $75.00 per rentable square foot of the costs and expenses First Must-Take Space (the “First Must-Take Space Allowance “) toward the cost of all costs for the planning and design of Tenant Improvementsdesign, including all permits, licenses permitting and construction fees and constructing of Tenant Improvements in an amount not to exceed the AllowanceFirst Must-Take Space. If The First Must-Take Space Allowance may only be used for the final costs cost of preparing design and construction documents and mechanical and electrical plans, for project management fees associated with the performance of the Tenant Improvements exceed to the Allowance, Tenant shall be responsible First Must-Take Space and for such excess costs. If hard costs in connection with the total cost of performing Tenant Improvements is less than to the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work LetterFirst Must-Take Space. Landlord shall pay disburse the First Must-Take Space Allowance to Tenant consistent with the terms subject to and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, provisions applicable to the disbursement of the Allowance described in Exhibit C. Landlord’s review and releases executed approval of Tenant’s plans and specifications for the Tenant Improvements to be constructed within the First Must-Take Space shall be governed by the Architectprovisions of Section 2 of the Work Letter. In no event shall Tenant be entitled to any disbursement of the First Must-Take Space Allowance after the first anniversary of the First Must-Take Delivery Date (the “Outside First Must-Take Allowance Date”); provided, General Contractorhowever, that the Major Subcontractors Outside First Must-Take Allowance Date shall be extended on a day-for-day basis for each day that the design or construction of the First Must-Take Space Alterations is delayed by Landlord Delay (defined in the Work Letter) or Force Majeure. Other than providing the First Must-Take Space Allowance as described in the foregoing sentence and all subcontractors the obligation to perform the First Must-Take Space Base Building Improvements, Landlord shall have no obligation to make any improvements, alterations and/or provide and suppliers concessions to Tenant in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentFirst Must-Take Space.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements Work in an amount not to exceed the Allowance. If the final costs for Tenant Improvements Tenant’s Work exceed the Allowance, Tenant those Excess Costs shall be responsible for such excess costspaid by Tenant. If the total cost of performing Provided this Lease is in full force and effect and Tenant Improvements is less than the Allowancenot in Default hereunder beyond any applicable notice and grace period, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are Tenant’s Work is substantially complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; , (b) a detailed breakdown of Tenant's ’s final and total construction costs, together with receipted invoices showing payment thereof; , (c) a certified, written statement from the Architect that all of Tenant Improvements has have been completed in accordance with the Drawings; , (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; , (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's ’s business from the Expansion Premises; , and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed the Tenant Improvements, including, at Landlord’s Representative’s option, a certificate from the General Contractor and Architect after inspection of the Tenant Improvements (“Draw Request”). Upon Landlord's Representatives ’s Representative’s receipt and approval of the Draw Request, Landlord shall pay the balance of the AllowanceAllowance to Tenant. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. Landlord Tenant shall contribute be entitled to a one-time tenant improvement allowance (the costs and expenses “Allowance”) in the amount of all costs for $75,000.00 to be applied toward the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements Allowance Items (defined in an amount not to exceed the AllowanceSection 1.2 below). If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for all costs associated with the Tenant Improvement Work, including the costs of the Allowance Items, to the extent such excess costs. If costs exceed the total cost lesser of performing Tenant Improvements is less than (a) the Allowance, portions of or (b) the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. Landlord shall pay If any portion of the Allowance remains after the Allowance Items have been fully paid for, Landlord, upon Tenant’s request, shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Tenant, to be applied (as provided under Section 11 hereofspecified in Tenant’s request), toward (i) the reasonable costs of furniture or typical office equipment purchased by Tenant for use in the Premises during the Term (“FF&E Costs”), which furniture and/or equipment shall be Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for Property under the Allowance which request shall include: (a) “as-built” drawings showing all of Agreement, within 30 days after receiving paid invoices from Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to such FF&E Costs, (ii) the Expansion Premisescost of moving Tenant’s furniture, equipment and/or other personal property into the Premises (“Moving Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Moving Costs, (iii) the cost of installing data or telecommunications cabling in the Premises (“Cabling Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Cabling Costs; (iv) the installment(s) of Base Rent next due and payable under the Lease, as amended, or (v) provided Landlord is then the landlord under the Existing Lease (as amended), towards any “Allowance Items”, “FF&E Costs”, “Moving Costs” or “Cabling Costs” under the Existing Lease Amendment (as defined in Section 6 of the Agreement), to the extent defined in and provided for in the Existing Lease Amendment. Notwithstanding the foregoing, if applicableTenant fails to use the entire Allowance (including any Excess Allowance) by October 31, together 2010, the unused amount shall revert to Landlord and Tenant shall have no further rights with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth respect thereto. Notwithstanding any provision in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of or the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing Existing Lease Amendment to the contrary, but subject in no event shall Landlord’s collective allowance payment/application obligations pursuant to Section 1 of this Work Letter and the “Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent ” attached to the first such progress paymentExisting Lease Amendment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentif any, exceed $100,000.00.

Allowance. Landlord shall contribute to the costs and expenses 57.1 So long as no Event of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant Default shall be responsible for such excess costs. If existing under the total cost Lease as of performing the date Tenant Improvements is less than the Allowance, portions requests reimbursement of the Allowance may be used towards Tenant's soft (as defined below), Landlord agrees to reimburse Tenant up to, and not to exceed, the sum of $1,285,775.00 (the "Allowance") (based on a $5.00 prsf of the Premises) for costs incurred in connection with the design and existing Lease or Amendment obligations in accordance with Section 1 construction of this Work Letterthe permanent improvements to the Premises, including but not limited to the professional services and its fees like architects, engineers, project managers, (the "Allowance Items"). Landlord shall pay the Allowance to Tenant consistent with upon delivery to Landlord of "Tenant's Allowance Notice" (as defined below) according to the terms and conditions of this SectionSection 57.1. After Not more frequently than once in any calendar month, Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative Landlord a request in writing written notice indicating that Tenant has paid the cost of Allowance Items, which notice shall be accompanied by all of the following (“Draw Request”collectively, "Tenant's Allowance Notice"): (i) copies of paid invoices for the Allowance which request shall include: Items, and (aii) “as-built” drawings showing all of Tenant Improvements; certification that the Special Allowance Items have been delivered to and installed in the Premises, (biii) a detailed breakdown of final unconditional lien releases in compliance with California law from Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors general contractor and all subcontractors and suppliers material suppliers, showing that full payment has been received for the construction of the Allowance Items, and (iv) copies of all building permits (if any) required by the City in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits construction and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount installation of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt Items signed by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative the appropriate building inspector, indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate Allowance Items have been installed infinally approved. The Allowance shall be available for reimbursement to Tenant during the period from June 1, or delivered to2012 through July 1, 2013 (the applicable "Window"). Any portion of the Expansion Premises. Such progress payments will Allowance not requested by Tenant within the Window shall be made payable to deemed forfeited by Tenant and will shall no longer be available for disbursement to or for the undisputed amount account of Tenant. No part of the submitted invoices, less Allowance may be used as a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received credit against Rent or for any purpose other than construction of the Draw Request)Allowance Items. As a condition precedent to Landlord’s issuing any such progress payment subsequent In addition to the first such progress paymentforegoing conditions, Tenant’s Representative will deliver Landlord's obligation to disburse the Allowance is conditioned upon Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s 's prior receipt of the Security Deposit or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentLetter of Credit, whichever is applicable.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the The Allowance may be used towards Tenant's soft only for the hard costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Eligible Soft Costs (as provided under Section 11 hereof), hereinafter defined) of construction of the Tenant’s Representative may submit Work pursuant to Landlordthe approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to the Tenant’s Representative a request Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in writing no event shall the Eligible Soft Costs exceed fifteen percent (“Draw Request”15%) of the total Allowance or be used for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers services provided in connection with Tenant Improvements; (e) a copy the negotiation of a certificate the Lease. For the avoidance of occupancy doubt, Eligible Soft Costs shall expressly exclude any financing, attorney, or amended certificate other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of occupancy required with respect personal property which is not intended to be permanently affixed to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all . Payment of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord Allowance shall be made by Landlord to Tenant within thirty (30) daysdays following the last to occur of: (i) completion of the Tenant’s Work, unless (ii) Landlord’s Representative notifies receipt of Tenant’s Representativeinvoice substantiating the costs related thereto, in writing(iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed the Tenant’s Work, and (iv) Landlord’s receipt of its rejection (and the reasons therefor) of any or all a copy of the Draw Requestfinal closed-out permit approved by the applicable governing authority for any work which requires the same. To Landlord shall be under no obligation to pay for any of the extent Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted for reimbursement in accordance with the terms of this exhibit from the Extension Term Commencement Date through December 31, 2016, at which time Tenant hereby waives any and all rights to any unused portion of the Allowance; provided, however, that Landlord does not so reject agrees to permit Tenant, upon Tenant’s written request, to commence any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing Tenant’s Work related solely to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay HVAC system servicing the amount of existing server area located within the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent Premises prior to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.Extension Term Commencement Date. EXHIBIT B

Allowance. Landlord shall contribute Upon and subject to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof3(c), Landlord shall reimburse Tenant for the cost of Tenant’s Representative performing its initial tenant improvements in the Premises (the “Tenant’s Work”) [which may submit to be performed at any time during the first twelve (12) Lease Months of the Term]; provided, however, Landlord’s Representative a request in writing (“Draw Request”) obligation to reimburse Tenant for the Allowance which request Tenant’s Work shall includebe: (ai) “as-built” drawings showing all limited to the lesser of (A) actual construction costs incurred by third parties on behalf of Tenant Improvementsin its construction of the Tenant’s Work; and (bB) a detailed breakdown an amount up to, but not exceeding, $17,020.00 (the “Allowance”); and (ii) conditioned upon Landlord’s receipt of written notice (which notice shall be accompanied by invoices and documentation set forth below) from Tenant that the Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements ’s Work has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed accepted by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay make payment for the balance of the Allowance. Payment by Landlord shall be made Tenant’s Work (limited as described above) within thirty (30) days, unless Landlord’s Representative notifies days following Tenant’s Representativedelivery to Landlord of: (x) third-party invoices for costs incurred by Tenant in constructing the Tenant’s Work; (y) evidence that Tenant has paid the invoices for such costs; and (z) final, unconditional lien waivers in writing, of its rejection (and the reasons therefor) of statutory form from any contractor or all of the Draw Request. To the extent Landlord does not so reject subcontractor who has constructed any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect Work or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate any materialman who has been substantially completed and/or the supplied materials to which such invoices relate have been installed in, used or delivered to, the applicable incorporated into any portion of the Expansion PremisesTenant’s Work. Such progress payments will The Tenant’s Work shall be made payable to Tenant and will be performed in accordance with all the provisions of the Lease. All bills for the undisputed amount of the Tenant’s Work must be submitted invoiceson or before May 31, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent 2013, and Landlord will make no further payments related to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien Work with respect to disbursement requests submitted to Landlord after such date. Landlord shall have no obligation to pay the labor and materials reflected Allowance at any time that Tenant is in the invoices submitted for the immediately preceding progress paymentdefault of its obligations under this Lease.

Allowance. Section 12 of the Fifth Amendment is amended and restated in its entirety to provide as follows: Landlord shall contribute will provide Tenant with a cash allowance of $2,332,700 (the “Allowance”) which Tenant may use, at its discretion, for remodeling, upgrades, alterations, equipment or other costs related to the costs Premises. The Allowance, the Relocation Allowance and expenses the 19th Floor Expansion Allowance are collectively referred to as the “Allowances”. Disbursements of any portion of the Allowances for Alterations shall be paid to Tenant in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all costs work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested. Disbursements of any portion of the Allowances for items other than Alterations shall be paid to Tenant within 30 days after receipt of invoices for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowancecost incurred by Tenant. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall fails to timely pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof)Allowances or any portion thereof, Tenant’s Representative may submit obligation to Landlord’s Representative a request in writing pay Base Rent and Rent Adjustments (“Draw Request”without interest or late charge) for shall be deferred until the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all applicable portion of the conditions set forth in this Work Letter and has satisfactorily completed Allowances is paid. Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made any Base Rent and Rent Adjustments so deferred within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion PremisesAllowances is paid to Tenant. Such progress payments will Notwithstanding the foregoing, the amount of Base Rent and Rent Adjustments that Tenant is entitled to defer shall be made payable limited to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall Allowances that is not be released until such time as timely paid by Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. Landlord shall contribute provide Tenant with an allowance of up to $200,000.00 (the costs “Allowance”) to be used towards the cost of Tenant’s Work (including the design fees of Tenant’s architects and expenses of all engineers). When Tenant has incurred costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the AllowanceTenant’s Work, Tenant shall submit to Landlord from time to time (but no more frequently than monthly) requisitions for payment setting forth any costs incurred for Tenant’s Work, together with waivers of lien from all contractors and subcontractors, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for Tenant’s Work, to the reasonable satisfaction of Landlord. Landlord shall, within thirty (30) days following Landlord’s receipt thereof, pay to Tenant ninety (90%) percent of the amount of each such requisition (or of such lesser amount as is approved by Landlord) with ten (10%) percent to be responsible for such excess costsretained. If Such payments, in the total cost aggregate, shall not exceed an amount equal to ninety (90%) percent of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions ten (10%) percent retained as aforesaid within thirty (30) days following the submission by Tenant of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect Xxxxxx’s architect or engineer that all of Tenant Improvements Xxxxxx’s Work has been completed in accordance with the Drawings; (d) all required AIA formsapproved construction plans, supporting a final lien waiverswaiver executed by Xxxxxx’s general contractor, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a final certificate of occupancy or amended certificate of occupancy for, and any other required with respect to the Expansion Premisesgovernmental approvals of, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation Xxxxxx’s Work. The costs of Tenant's business from ’s Work shall include all costs incurred by Tenant for construction and installation of improvements (but excluding any trade fixtures or personal property), including the Expansion Premises; costs of all labor and (f) proof reasonably satisfactory to Landlordmaterials, and all contractor’s Representative that fees. Tenant has complied with shall be responsible for paying for all costs of Tenant’s Work not included in the conditions set forth Allowance and for all costs in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance excess of the Allowance. Payment by Landlord Tenant shall not be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of entitled to any rent credit or all of the Draw Request. To the extent Landlord does not so reject refund for any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable unused portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentAllowance.

Allowance. Landlord shall contribute to provide a construction allowance (the "Allowance') as set forth in Section I above. Landlord shall make the Allowance available towards: (1) costs and expenses of all costs for permanent leasehold improvements included in the planning and design of Tenant ImprovementsWork, including all permitslabor, licenses hardware, equipment and construction fees materials, contractors' charges for overhead and constructing Tenant Improvements in an amount not to exceed fees, and general conditions, (2) costs of the Allowance. If the final costs for Tenant Improvements exceed Space Plan and Construction Drawings, provided such costs, as a share of the Allowance, shall not exceed Two and 50/100 Dollars ($2.50) per rentable square feet of space in the Premises (i.e., $34,550.00 for each the 7th Floor Premises and the 10th Floor Premises, and $10,110 for the 9th Floor Premises) (and which shall exclude planning for furniture, fixtures and equipment), (3) costs incurred by Tenant shall be responsible for real estate consulting fees payable to Tenant's broker identified in the Basic Lease Information ("TENANT'S BROKER") in connection with the Lease, provided such excess costs. If the total cost , as a share of performing Tenant Improvements is less than the Allowance, portions shall not exceed, in the aggregate, Four Dollars ($4.00) per rentable square feet of space in the Allowance may be used towards Tenant7th Floor Premises (i.e., $55,280.00) (the "PERMITTED REAL ESTATE CONSULTING FEE"), and (4) Landlord's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letteradministrative fee, as described above. Landlord shall pay the Allowance Permitted Real Estate Consulting Fee directly to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement Broker upon receipt of an invoice from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof Broker setting forth in detail reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance real estate consulting fees owed by Tenant to Tenant's Broker, which invoice shall be accompanied by written authorization from Tenant in progress payments (not more often than monthly)to remit the Permitted Real Estate Consulting Fee to Tenant's Broker. Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect If all or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable any portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which Allowance shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent used, Landlord shall be entitled to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor savings and materials reflected in the invoices submitted for the immediately preceding progress paymentTenant shall receive no credit therefor.

Allowance. Landlord shall contribute agrees to give Tenant credit, subject to the costs terms of this Section, for an allowance (the “Allowance”) equal to (i) $25 per square foot of floor area in the Premises, as the base allowance, plus (ii) $150,000 for the cost of Tenant’s Pylon Sign, plus (iii) an amount, which Landlord and expenses Tenant will agree to in good faith, as a credit to Tenant, equal to Landlord’s cost savings for not performing the items of all work listed in Exhibit E, but only to the extent Landlord has not performed those items of work on the date of this Lease, plus (iv) $4 per square foot of floor area in the Premises, including the Connector, for electrical distribution. “Tenant Improvement Costs” means: (a) Landlord’s out-of-pocket costs for preparing the planning Approved Tenant Improvement Plans; (b) the cost of obtaining all permits and design approvals for the Tenant Improvement Work; and (c) the cost of the Tenant ImprovementsImprovement Work, including all permits, licenses and construction fees and constructing payments to the general contractor for the Tenant Improvements in an amount not to exceed the AllowanceImprovement Work. If the final costs for Tenant Improvements Improvement Costs exceed the amount of the Allowance, Tenant shall be is solely responsible for such the excess costscost, which it will pay to Landlord as follows: after Landlord has paid or incurred invoices equal to the amount of the Allowance, Landlord may submit any additional invoices it receives for Tenant Improvement Costs and Tenant will, within 25 days, either directly pay the person who issued the invoice, or, if Landlord has paid the invoice, reimburse Landlord. If the total cost of performing Tenant Improvements is Improvement Costs are less than the total amount of the Allowance, portions Tenant is entitled, upon written request, to do one or both of the following: (A) use the unused Allowance for costs Tenant incurs for Alterations other than the Tenant Improvements that are constructed within 12 months after the Phase 2 Delivery Date; and (B) use the unused Allowance, in an amount up to $5 per square foot of floor area in the Premises, to purchase and install personal property and equipment in the Premises within 90 days after all of the Tenant Improvement Work is substantially complete and Tenant has occupied the Phase 2 Premises. If Tenant uses any part of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay under the Allowance to preceding sentence, Tenant consistent with must request reimbursement within 15 months after the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) Phase 2 Delivery Date for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waiversAlterations, and releases executed by within 180 days after Tenant occupies the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Phase 2 Premises, if applicable, together with all licenses, certificates, permits for personal property and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Requestequipment. To the extent Landlord Tenant does not so reject any use the entire Allowance for Tenant Improvement Costs and additional Alterations or personal property and equipment under the preceding two sentences, Tenant forfeits that unused portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance and is not entitled to receive it as a rent credit or in any other form. Except for the Allowance, Landlord has no obligation to give Tenant any allowance or otherwise pay or reimburse Tenant for any costs related to demolishing or constructing improvements in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed inPremises, moving, purchasing, or delivered toinstalling any fixtures, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant equipment, or inventory, or otherwise occupying and will be opening for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected business in the invoices submitted for the immediately preceding progress paymentPremises.

Allowance. Landlord shall contribute To help defray the costs of improvements Tenant desires to make to the costs and expenses of all costs for 2017 Remaining Premises (the planning and design of “2017 Remaining Premises Improvements”), Landlord agrees to make available to Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements an allowance in an amount not equal to exceed $11,258,000.00 (i.e., $36.66 per square foot of Rentable Area of the 2017 Remaining Premises) (the “Improvement Allowance”). The Improvement Allowance shall be payable on account of costs incurred in designing and constructing the 2017 Remaining Premises Improvements. Landlord shall pay the Improvement Allowance to Tenant with Landlord’s execution and delivery to Tenant of this Amendment. However, in lieu thereof Tenant may elect to receive the Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and documentation as required by title insurance companies and institutional construction lenders, in a manner in keeping with the allowance disbursements made pursuant to Part VII of the Work Letter attached as Exhibit D to the Original Lease. In either event, Landlord shall be permitted to offset against the Improvement Allowance any amounts past due to Landlord by Tenant under the Lease. If the final actual costs for Tenant of the 2017 Remaining Premises Improvements exceed the amount of the Improvement Allowance, Tenant shall be responsible for pay the excess costs without reimbursement from Landlord as and when such excess costscosts become due and payable. If Landlord’s obligation to make the total Improvement Allowance available to Tenant shall expire with respect to any portion of the Improvement Allowance that is not used by Tenant on or before December 31, 2018; provided, however, that if the cost of performing Tenant the 2017 Remaining Premises Improvements is less than the Improvement Allowance, portions or if Tenant elects not to perform any 2017 Remaining Premises Improvements, then so long as Tenant is not then in default of its obligations under the Lease, Tenant, by written notice to Landlord made no later than such date, may request that any portion of the Improvement Allowance may that is unutilized be used towards applied as a credit against the next installments of Rent due under the Lease, or be paid over to Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay be permitted to offset against the Improvement Allowance any amounts past due to Landlord by Tenant consistent with under the terms and conditions of this SectionLease. After Any 2017 Remaining Premises Improvements that Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit elects to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request make shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been be completed in accordance with Sections 9 and 10 of the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements Second Amendment and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all remainder of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw RequestLease, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating except that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time Xxx Xxxxxxxx is hereby designated as Landlord’s Designated Representative has received and Tenant’s Facilities Manager is hereby designated as Tenant’s Designated Representative. Without limiting Tenant’s right to seek approval of other contractors, Landlord acknowledges and agrees that as of the Draw Request)Seventh Amendment Effective Date Xxxxxxx, RJM, and Xxxxxxx Builders are all approved as general contractors, and Xxx X. Xxxx is approved for the design work relating to the 2017 Remaining Premises Improvements. As If Tenant does not elect to defer its receipt of the Improvement Allowance (i.e., if a condition precedent lump sum payment of the Improvement Allowance is delivered to Tenant with Landlord’s issuing execution and delivery of this Amendment), Tenant may utilize the Improvement Allowance for any such progress payment subsequent to purpose whatsoever, and need not provide Landlord with any accounting of its use of the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentImprovement Allowance.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If provided with an allowance (the total cost "Tenant Improvement Allowance") of performing Tenant Improvements is less than the Allowance, portions Forty-Six Thousand Four Hundred Thirty-One Dollars ($46,431) (equivalent to $5.50 per rentable square foot of the Third Floor Remainder Space). The Tenant Improvement Allowance may shall be used towards by Tenant for Alterations to the Third Floor Remainder Space (including costs associated with space planning, construction drawings, construction management and permit fees, but expressly excluding costs for furniture, fixtures, equipment and other personal property), which Alterations shall be conducted in accordance with, and subject to, the provisions of Article 8 of the Original Lease, as modified by this Section 5.2; provided that Landlord shall respond to Tenant's soft costs submittals of plans and existing Lease or Amendment obligations specifications for work in the Third Floor Remainder Space within five (5) business days after receipt thereof. All Alterations shall also be performed in accordance with Section 1 of this Work LetterLandlord's Wilshire Courtyard Rules and Regulations Governing Construction. Landlord will allow Tenant to use a reputable general contractor, experienced in the construction of tenant improvements in Comparable Buildings, selected by Tenant for the improvement of the Third Floor Remainder Space hereunder, subject to Landlord's reasonable approval. All subcontractors used by Tenant for the Alterations shall pay be from Landlord's approved vendor list. Landlord hereby pre-approves XXXXXXX Architecture/Interiors as architect. Portions of the Tenant Improvement Allowance shall be advanced to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt Tenant has delivered to Landlord copies of the original invoices for Tenant's work or labor performed and materials or supplies furnished in connection with such work; provided that in no event shall Landlord be obligated to disburse any of the Tenant Improvement Allowance after March 31, 2012, and Tenant shall not make more than three (3) separate disbursement requests. Tenant shall obtain such verification, reports and lien waivers and releases from contractors, subcontractors and materialmen and shall satisfy such other standard construction loan disbursement conditions as reasonably may be required by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which Landlord shall not be released until such time as Landlord’s Representative has received required to pay more than the Draw Request). As a condition precedent Tenant Improvement Allowance toward all costs, expenses and charges related to Landlord’s issuing any such progress payment subsequent to the first such progress paymentTenant's Alterations, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted Tenant shall be responsible for the immediately preceding progress paymentremaining portion of any payment required.

Allowance. Provided no Event of Default or event that with the giving of notice or passage of time would become an Event of Default has occurred and remains outstanding, Landlord shall contribute provide to Tenant a construction allowance equal to $23.00 per rentable square foot in the costs Premises (the “Allowance”) to be applied toward the Total Construction Costs including up to $5.00 per rentable square foot of the Allowance towards purposes other than payment of hard construction costs, including, without limitation, for (a) telecommunications equipment and expenses of all costs for the planning installation, (b) furniture, fixtures and design of Tenant Improvementsequipment, including all permits(c) other specialty trade fixtures and equipment, licenses and (d) legal fees, architectural fees, construction fees and constructing consultant fees, and (e) any moving cost of any kind. Tenant Improvements shall at all times during the Term remain the lawful possessor and owner of all the aforementioned specialty items funded via the Allowance for items (a) through (c) above but title thereto shall become vested in an amount Landlord upon expiration of the Term or termination of this Lease, except for those specialty trade fixtures and equipment that by their nature cannot be reused within the Premises and which shall be removed at Tenant’s expense. The Allowance must be used prior to exceed the AllowanceOctober 1, 2005 or shall be deemed forfeited with no further obligation by Landlord with respect thereto. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is Total Construction Costs are less than the Allowance, portions Tenant will not be entitled to any credit for any amounts not applied to the Total Construction Cost. It shall be a condition to the obligation of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall to pay the Allowance to that Tenant consistent with the terms shall have provided Landlord a request for payment by Tenant’s contractor on standard AIA forms, contractors’ affidavits and conditions of this Section. After Tenant Improvements are complete sworn statements, contractors’ and subcontractors’ lien waivers (as provided under Section 11 hereoffor previous payments), an architect’s payment certificate signed by Tenant’s Representative may submit to Landlordarchitect, and an affidavit by Tenant’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect chief financial officer that all of Tenant Improvements work indicated on the draw request has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all approved the payment request, and such other documents as may be reasonably required by Landlord to demonstrate the applicable work has been performed and the amount requested is correct. Prior to commencement of any of the conditions set forth in this Work Letter and has satisfactorily completed Work, Tenant Improvements. Upon Landlord's Representatives receipt and approval shall provide to Landlord its final budget of Total Construction Costs (based upon accepted bids) and, if the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay estimated Total Construction Costs exceed the amount of the Allowance by greater than $5.00 per rentable square foot, Tenant shall provide satisfactory assurances to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating Landlord that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate adequate arrangements have been installed in, made to pay such excess costs. In no event shall Landlord have any responsibility for payment of Total Construction Costs or delivered to, the applicable portion costs of any of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount Work in excess of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentAllowance.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the The Allowance may be used towards Tenant's soft only for the hard costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Eligible Soft Costs (as provided under Section 11 hereof), hereinafter defined) of construction of the Tenant’s Representative may submit Work pursuant to Landlordthe approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to the Tenant’s Representative a request Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in writing no event shall the Eligible Soft Costs exceed fifteen percent (“Draw Request”15%) of the total Allowance or be used for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers services provided in connection with Tenant Improvements; (e) a copy the negotiation of a certificate the Lease. For the avoidance of occupancy doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or amended certificate other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of occupancy required with respect personal property which is not intended to be permanently affixed to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all . Payment of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord Allowance shall be made by Landlord to Tenant within thirty (30) daysdays following the last to occur of: (i) completion of the Tenant’s Work, unless (ii) Landlord’s Representative notifies receipt of EXHIBIT B Tenant’s Representativeinvoice substantiating the costs related thereto, in writing(iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed the Tenant’s Work, and (iv) Landlord’s receipt of its rejection (and the reasons therefor) of any or all a copy of the Draw Requestfinal permit approved by the applicable governing authority for any work which requires the same. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely be under no obligation to pay for any of the Draw RequestTenant’s Work in excess of the Allowance. Notwithstanding Further, the foregoing to Allowance shall only be available for Tenant’s use for work performed and submitted for reimbursement in accordance with the contrary, but subject to Section 1 terms of this Work Letterexhibit on or prior to December 31, Landlord will pay the amount of the Allowance 2018, at which time Tenant hereby waives any and all rights to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable any unused portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress paymentAllowance.

Allowance. Landlord Amount; Reimbursable Costs & Payment. Allowance means an amount up to a maximum of Six Hundred Eighty-Five Thousand Six Hundred Fifty-Two and 00/100 Dollars ($685,652.00) to reimburse Tenant for the actual costs of design, engineering, plan review, obtaining all approvals and permits, and construction of Tenant Work in the Premises (including the Construction Monitoring Fee), and shall contribute be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant's FF&E (as such term is defined herein). For purposes of this Amendment, "Tenant's FF&E" shall mean Tenant's furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the AllowanceExisting Lease. If the final costs for Tenant Improvements exceed the Allowance, Tenant The Allowance shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance paid to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after the later of final completion of the Tenant Work and Landlord's receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with (i) a certificate from of completion prepared by Tenant’s Representative indicating that the work 's Architect, (ii) final as-built plans and specifications pursuant to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed inthis Amendment, or delivered to(iii) full, the applicable portion final, unconditional lien releases, and (iv) reasonable substantiation of the Expansion Premises. Such progress payments will be made payable to costs incurred by Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and materials reflected in to the invoices submitted extent of any funds for which application has not been made prior to that date or if and to the immediately preceding progress paymentextent that the reimbursable costs of the Tenant Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. Landlord shall contribute shall, subject to the costs terms of the Work Letter, make available to Tenant the Allowance (as defined in the Work Letter). Commencing on the Commencement Date and expenses continuing thereafter on the first day of all costs for each month during the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the AllowanceBase Term, Tenant shall be responsible for pay the amount necessary to fully amortize the portion of the Allowance actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 7% per annum over the Base Term, which interest shall begin to accrue on the later of the Commencement Date and the date that Landlord first disburses such excess costsAllowance or any portion(s) thereof (“TI Rent”). If the total cost of performing Tenant Improvements is less than the Allowance, portions acknowledges that because a portion of the Allowance may be used towards Tenant's soft costs and existing Lease disbursed following the Commencement Date, the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such disbursement. Any TI Rent remaining unpaid as of the expiration or Amendment obligations in accordance with Section 1 earlier termination of this Lease resulting from a Default by Tenant under this Lease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease. TI Rent shall not be subject to annual adjustments pursuant to Section 4(a). Notwithstanding anything to the contrary contained herein, to the extent that, following the completion and payment in full of the TI Costs (as defined in the Work Letter. Landlord shall pay ) under the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof)Work Letter, Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Requestthe Additional Amount (as defined in the Work Letter) remains unapplied toward TI Costs (“Remaining Additional Amount”), Landlord then the monthly Base Rent payable by Tenant pursuant to this Lease shall timely pay be reduced by an amount equal to fully amortize the Draw Requestsuch Remaining Additional Amount in equal monthly payments with interest at a rate of 7% per annum over the Base Term. Notwithstanding For example, if, following the foregoing to completion and payment in full of the contrary, but subject to Section 1 of this TI Costs under the Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will Remaining Additional Amount is $100,000, then Base Rent shall be made not later than thirty (30) days after receipt reduced by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment$1,355.47 per month.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the The Allowance may be used towards Tenant's soft only for the hard costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete Eligible Soft Costs (as provided under Section 11 hereof), hereinafter defined) of construction of Tenant’s Representative may submit Work pursuant to Landlordthe approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Representative a request Work and which related solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in writing no event shall the Eligible Soft Costs exceed fifteen percent (“Draw Request”15%) of the total Allowance or be used for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers services provided in connection with Tenant Improvements; (e) a copy the negotiation of a certificate the Lease. For the avoidance of occupancy doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or amended certificate other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for any costs that are not Eligible Soft Costs or hard costs of occupancy required with respect real property improvements or alterations, including, without limitation, moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all . Payment of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord Allowance shall be made by Landlord to Tenant within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection days following the last to occur of: (and the reasons therefori) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies completion of Tenant’s invoices from its Architect or General Contractor together with a certificate from Work, (ii) Landlord’s receipt of Tenant’s Representative indicating that invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to which such invoices relate has been substantially completed and/or pay for any of Tenant’s Work in excess of the materials to which such invoices relate have been installed in, or delivered toAllowance. Further, the applicable Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (c) on or before December 31, 2014, at which time Tenant hereby waives any and all rights to any unused portion of the Expansion PremisesAllowance. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.EXHIBIT B Office HVAC Units HVAC Unit Type Unit # Make Model Serial Number Tonage Package Xxxx 0000-00 Xxxxxxx X/X X/X 0 Package Unit HP-2 Carrier 50QQ036 PAC 3 Package Xxxx XX-0 Xxxxx XXX000X000XX E26106429 5 Package Xxxx XX-0 Xxxxx XXX000X000XX E1604455 4 Package Xxxx XX-0 Xxxxxxx X/X X/X 0 Package Unit HP-60 Carrier N/A N/A 5

Allowance. 6. The Tenant hereby accepts the Leased Premises “As Is” on the date that the Landlord delivers the Leased Premises to the Tenant and acknowledges and agrees the Landlord shall contribute have no obligation to construct any tenant improvements to the Leased Premises or make any alterations or additions thereto, except that the Landlord agrees to provide the Tenant a buildout allowance of $83.50 per square foot of Rentable Area of the Leased Premises (the “Allowance”). The Allowance shall be inclusive of all costs of all design, special consultants, engineers and project management fees, permits and Tenant signage. The Allowance for the initial Leased Premises shall be available to Tenant for the purpose of paying Tenant’s actual expenses incurred in connection with the planning, design and construction of the Leasehold Improvements, voice or data cabling costs, and security costs, as of the Effective Date and shall be available through December 31, 2015. Up to $20.00 per square foot of Rentable Area of the Leased Premises of any unused Allowance (the “Discretionary Portion of the Allowance”) may be used toward moving costs, furniture, communications (e.g., voice data cabling, phone switch, and the like) or any other cost incurred in connection with this Lease or if Tenant elects, may be applied as a credit against Rent. Landlord will reimburse Tenant for such out-of-pocket costs within thirty (30) days of Landlord’s receipt of the documentation and information required under, and in accordance with the procedure and timing under, Section 10 below. If Tenant fails to use the entirety of the Allowance attributable to the initial Leasehold Improvements to the Leased Premises, as set forth above, by December 31, 2015, then any remaining balance of the Allowance (not to exceed the Discretionary Portion of the Allowance) shall automatically be used and applied to the first Rent as and when due under this Lease thereafter. Tenant must notify Landlord by December 15, 2015 as to how any remaining balance of the Allowance is to be applied in accordance with the foregoing provisions. The Allowance shall be used to pay for Tenant’s cost and expenses as described below, to be applied below the existing semi-finished ceiling in the Premises (i.e. Tenant shall not be charged for such semi-finished ceiling or any other existing improvements already installed by Landlord or for any Building standard materials located or stacked on the floor ready for use by Tenant at its option). Such Allowance shall be inclusive of all costs and expenses of all costs for construction of the planning and design of Tenant ImprovementsPremises, including all permits, licenses design fees and construction fees and constructing Tenant Improvements in an amount not to management fees. To the extent that the construction costs exceed the Allowanceallowance, Tenant shall pay the excess directly to the vendor after the Allowance has been exhausted. If the final costs for Tenant Improvements exceed the Allowance, The Tenant shall be responsible for such excess costs. If all costs of the total cost of performing Tenant Improvements is less than Leasehold Improvements, including the construction costs and other costs related thereto, exceeding the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Architect, General Contractor, the Major Subcontractors and all subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. (a) As stated above, all Work shall be done at Tenant’s expense, including building permit fees, other fees, architectural and engineering expenses and other expenses relating to Tenant’s Work. However, Landlord shall contribute provide Tenant with an allowance of $35.00 per rentable square foot in the Leased Premises, totaling to $325,745.00 (the costs and expenses “Allowance”). Tenant understands that if the cost of all costs for the planning and design of Tenant ImprovementsTenant’s Work, including without limitation any changes in Tenant’s Work, exceeds the Allowance, then Tenant shall be solely responsible for all permits, licenses such costs in excess of the Allowance. The Allowance shall be paid to Tenant following receipt of the following documentation (i) full and construction fees final waivers of liens from the general contractor and constructing the subcontractors retained by Tenant Improvements in an amount not equal to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions portion of the Allowance may to be used towards disbursed, (ii) completion certificates from Tenant's soft costs , the general contractor and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) “as-built” drawings showing all of Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costsarchitect, together with receipted invoices showing payment thereof; (c) a certified, written statement sworn contractor’s affidavit from the Architect that all of Tenant Improvements has been completed in accordance with the Drawings; general contractor, and (d) a request to disburse from Tenant containing an approval by Tenant of the work done, receipted bills covering all required AIA forms, supporting final lien waivers, labor and releases executed by the Architect, General Contractor, the Major Subcontractors materials expended and all subcontractors and suppliers used in connection with the improvements. If Tenant Improvements; (e) a copy has not previously paid the general contractor for the cost of a certificate of occupancy or amended certificate of occupancy required with respect the improvements, Landlord, at its option, may pay the Allowance directly to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all order of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. Upon Landlord's Representatives receipt and approval general contractor that performed the improvements or to the joint order of the Draw Request, Landlord shall pay the balance of the Allowance. Payment by Landlord shall be made within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (general contractor and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Requestincluded subcontractors. Notwithstanding the foregoing anything herein to the contrary, but subject Landlord shall not be obligated to Section 1 of this Work Letter, Landlord will pay the amount disburse any portion of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days after receipt by during the continuance of an uncured default under this Lease, and Landlord’s Representative from Tenantobligation to disburse shall only resume when and if such default is cured. The Allowance may only be used for the cost of labor, material and contractor’s Representative fees for the improvements to the Leased Premises, and the cost of copies preparing plans and drawings in connection therewith. In no event shall the Allowance be used for the purchase of equipment, furniture and other items of personal property of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that . In the work to which such invoices relate event Tenant has been substantially completed and/or not presented proper documentation evidencing the materials to which such invoices relate have been installed in, or delivered to, the applicable portion use of the Expansion Premises. Such progress payments will be made payable entire Allowance by February 28, 2005, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent entitled to Landlord’s issuing any such progress payment subsequent to the first such progress paymentcredit, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s abatement or materialman’s lien with respect to the labor and materials reflected other concession in the invoices submitted for the immediately preceding progress paymentconnection therewith.