Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. Landlord shall provide Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,

Improvement Allowance. Landlord shall provide Tenant with an allowance for the costs (the “Allowance Costs”) of preparing the Additional Premises for Tenant’s 's initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesInitial Construction) in an amount not to exceed $67,025.00 (the “Improvement Allowance”),” as such term is defined in Section 1.1 of this Lease. Allowance Costs may include (i) up to $513,250 for architectural, engineering and other so-called “soft costs” and (ii) not to exceed $150,000 for the costs to cause the demolition of the Premises prior to the performance of Landlord’s Initial Construction. If requested by Tenant for any particular item(s) of Landlord’s Initial Construction in excess of $100,000, Landlord shall solicit bids from its general contractor who will solicit at least three (3) bids for each such item and shall promptly supply Tenant with such detailed information about bid requests and negotiations with contractors as Tenant may reasonably request, provided that any delays resulting from Tenant’s failure to act within two (2) business days upon the information supplied to it by Landlord shall constitute a Tenant Delay. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Any HVAC control work shall be performed by AHA Consulting Engineers. Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work Initial Construction shown on Landlord’s Plans such Construction Documents (the “Base Price”), including mxxxxxxx-ups as determined hereunder, . The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work Initial EAST\66392481.7 B-7 Construction and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). A pro-rata share of the cost of the multi-tenant corridor, if applicable, which shall be constructed by Landlord, shall be added to the Base Price. All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work Initial Construction (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s WorkInitial Construction. Except as set forth Tenant shall be permitted to increase the Improvement Allowance (such increase being a “TI Allowance Increase”) to pay amounts otherwise due to Landlord under Section 7 below, Tenant shall have no right to, and Landlord shall have no obligation subject to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding each of the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,following conditions:

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. “Improvement Allowance” means an allowance for amount equal to the product of $45.00 multiplied by the total rentable square footage of the Premises, which product equals $399,915.00. The Improvement Allowance shall be applied solely towards payment of the Improvement Costs, but specifically excluding costs of preparing the Additional Premises for Tenant’s initial occupancy (including Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant structure of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014Building. Notwithstanding the foregoing sentenceforegoing, if Tenant requests if, after payment in full of the Leasehold Improvements and no outstanding Event of Default, there are unused Improvement Allowance dollars, then by written notice to Landlord any received no later than the 6-month anniversary of the Commencement Date, Tenant may apply up to $37,325.40 of the Improvement Allowance unused towards the actual and reasonable, out-of-pocket, documented costs incurred by Tenant for moving to the Premises and voice and data cabling expenses (“Reimbursable Costs”). Subject to the preceding sentence, Landlord shall reimburse Tenant up to the total Reimbursable Costs within 30 days after the full and final payment of Landlord’s Workreceipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, then evidence of payment in full by Tenant, and unconditional lien waivers (on Landlord’s form therefor). Any portion of the Reimbursable Costs for which Tenant has not submitted an invoice for reimbursement on or before the 6-month anniversary of the Commencement Date shall be deemed waived by Tenant and will not be paid to Tenant or credited against Rent. Tenant shall xxxx and tag all cabling installed by it or on its behalf by no later than Substantial Completion, and notwithstanding anything to the contrary in this Lease, shall surrender such amount(scabling with the Premises by no later than the Surrender Date. “Improvement Costs” means the sum of: (i) may be used to reimburse Tenant for its the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee (as defined in Section 10(b) below). “Planning Costs” means all actual, documented third reasonable, documented, third-party costs incurred by Tenant and directly related to the design of furniturethe Leasehold Improvements including, cabling without limitation, the professional fees of any engineers, consultants, architects, and/or space planners and other approved professionals preparing and/or reviewing the CD’s. If, as of the 6-month anniversary of the Commencement Date, any portion of the Improvement Allowance remains unused, the Improvement Allowance shall be deemed reduced by such unused amount, and Landlord shall retain such undisbursed portion of the Improvement Allowance which shall be deemed waived by Tenant fixtures in the Additional Premises and shall not be paid to Tenant, credited against Rent, or toward applied to Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,moving costs or prior lease obligations.

Improvement Allowance. Landlord shall provide Tenant with The Lessor is contributing to Lessee an improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Initial Improvement Allowance”), Landlord shall notify Tenant ) of $70.000. Lessor must spend the Initial Improvement Allowance on costs related to the construction of the total fixed-price Improvements (as defined in Article 40 of the Lease). As part of the Improvements, Lessor shall provide new carpet for the office area and rear section of the Leased Premises as noted on the attached plan. In addition, the Lessor will paint the walls in the Leased Premises, and provide selective demolition (to be mutually agreed upon). The Lessor will add wall between the R&D lab space and the administrative cubicle area, as noted on the attached plan. The Initial Improvement Allowance will be used to fund Lessor’s activities related to the Improvements under this Exhibit X. Xxxxxx shall not charge Lessee any administration and supervision fee in connection with Xxxxxx’s work on the Improvements. The Leased Premises will be available on or about March 1, 2020 for work to commence work on the Improvements and Lessee to inspect the Building and the Leased Premises. Promptly following mutual execution of the Lease but prior to Lessor commencing any work under this Exhibit D, Lessor shall submit to Lessee, for its consent, a detailed construction cost of Landlord’s Work shown on Landlord’s Plans plan, specifying materials to be used, renderings and schematics for the initial Improvements described above (the “Base PriceInitial Improvement Plan”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement LandlordFollowing Xxxxxx’s Work and other variable costs consent to the extent required Initial Improvement Plan, Lessor shall exercise all reasonable efforts to be paid have their general contractor bid and substantially complete the work for the Initial Improvements by Tenant under April 1, 2020. Lessee shall have the Lease (right to inspect the Initial Improvements as they are being made. Lessor shall proceed with and complete the construction of the Improvements described above. As soon as such as for reviewimprovements have been Substantially Completed, inspection, and testing) Lessor shall thereafter be added to notify Lessee in writing of the Base Price (as adjusted for Change Orders)date that the Improvements were Substantially Completed. All costs referred to in this paragraph The Improvements shall be subject to reimbursement from deemed substantially completed (“Substantially Completed”) when only punch list items remain which do not prevent in any material way the Improvement Allowanceuse of the Improvements for the purposes for which they were intended. In If the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Initial Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Workexceeds $70,000, then such amount(sXxxxxx will reimburse Lessor within thirty (30) may be used to reimburse Tenant for its actual, documented third party costs days of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Improvements being substantially completed. 3706364.3/MTBA-JRP

Improvement Allowance. In addition to the obligation of Landlord to perform “Landlord’s Work” as provided in Section 22.02 below, Landlord shall provide to Tenant with an improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees“Allowance”) in an amount not equal to exceed Two Million Seventy Four Thousand and Fifty and no/100 Dollars ($67,025.00 2,074,050.00), based on $55.00 per rentable square foot of space in the Premises, for the contribution toward the cost of demolition and/or construction of the Tenant’s improvements to the Premises (the “Improvement AllowanceTenant’s Work”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans as well as design and engineering fees, architectural and space planning services, and municipal plan review and permit fees (the collectively “Base PriceImprovements”), including mxxx-ups the right to use the Allowance, for project management fees, but expressly excluding legal fees and personal property (i.e., furniture) based on a mutually agreed upon space plan (“Space Plan”) and in accordance with Exhibit D. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance up to Ten and no/100 Dollars ($10.00) per rentable square foot, towards Tenant’s data/telecom cabling and installation costs, moving expenses of any kind or nature, fixtures, equipment, and security system (“Moving Costs”). During the construction of the Improvements, Landlord will make available (at no cost to Tenant) Building services, including HVAC, electrical to the Premises and access to the Building’s freight elevator, provided Tenant (or its designee) coordinates with Landlord, a schedule for such times and in a manner that will not unreasonably interfere with Landlord’s general operation of the Building. Tenant shall have the right to select its own architect. Tenant shall select a contractor and subcontractors from Landlord’s approved contractors list, or as determined hereunderotherwise approved by Landlord. Tenant shall be obligated to utilize BCER Engineers for Tenant’s mechanical, The Base Price shall hereafter be subject to adjustment electrical work, and plumbing design, and Xxxxxx/Xxxxxx for Change Orders all structural design, including the reinforcing of the floor (if any)required) in areas reasonably approved by Landlord, so long as the fees charged by BCER Engineers and Xxxxxx/Xxxxxx do are comparable to the market rates for similar services by comparable professionals in comparable class office buildings in the Central Business District. Costs Tenant shall have the right to request the Allowance in three installments upon completion of Building services or facilities (such as electricity35%, HVAC70% and 100% of the Improvements, and cleaningupon satisfaction of the following items for each draw request: (i) Tenant delivers a schedule of values and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs shows in reasonable detail the completion of the portion of Improvements is proportionate to the extent required amount of the Allowance draw request in a form reasonably satisfactory to Landlord; (ii) Tenant delivers to Landlord properly executed conditional mechanics’ lien waivers from all of Tenant’s contractors and subcontractors in compliance with all applicable laws; and (iii) Tenant delivers to Landlord a certificate signed by Xxxxxx’s architect (AIA Application for Payment or substantially similar form), in a form reasonably acceptable to Landlord, certifying that the construction of the applicable part of the Improvements in the Premises has been completed. Provided that Tenant is not in default beyond any applicable notice and cure period at any draw request, then within thirty (30) days after satisfaction of items (i) through (iii) above, Landlord shall pay to Tenant all amounts shown in (i) above. Tenant may also request reimbursement of Moving Costs in the abovereferenced Allowance installments; provided that the requirements of subsections (i) through (iii) above shall not apply to any request for reimbursement of Moving Costs. All requests for reimbursement in connection with the completion of the Improvements shall be paid submitted by Tenant under to Landlord as provided herein, but in no case later than two hundred and ten (210) days following the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement AllowanceCommencement Date. In the event that Tenant fails to submit invoices for reimbursement on or before the total fixed price expiration of such two hundred and ten (210) day period, Tenant shall forfeit its right to any portion of the Allowance not requested prior to the expiration of such 210 day period. Tenant shall pay to Landlord, which amount may be deducted by Landlord from the Allowance, a fee equal to one percent (1%) of the “hard costs” of Tenant’s Work for Landlord’s supervision of Xxxxxx’s construction of the Premises to ensure code compliance, structural integrity of the Improvements, and coordination of Tenant’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds within the Improvement Building. In addition to the Allowance, Landlord may will provide Tenant twelve cents ($.12) per rentable square foot for a space planning allowance, which amount shall be paid by directly to Xxxxxx’s space planner, within thirty (30) days of receipt from time to time require Tenant to pay of an invoice from Xxxxxx’s architect for such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,space planning.

Improvement Allowance. Landlord Tenant shall provide Tenant with an be entitled to a one-time improvement allowance for in the costs amount of preparing $3,372,075.00 (i.e., $75.00 per rentable square foot of the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesExpansion Premises) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) for the costs relating to the design and construction of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans improvements, which are permanently affixed to the Premises (the “Base PriceImprovements”) (and Tenant acknowledges that $52,500.00 of such Improvement Allowance must be used for improvements to the Rooftop Decks), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject provided that in the event Tenant wishes to adjustment for Change Orders (if any). Costs utilize any portion of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement AllowanceAllowance for the Existing Premises rather than the Expansion Premises then Tenant shall notify Landlord in writing within thirty (30) days following Tenant’s execution and delivery of this First Amendment as to which portion(s) of the Premises and/or Rooftop Decks that Tenant elects to use the Improvement Allowance towards. In the event that Tenant elects to use the total fixed price Improvement Allowance towards Improvements in the Existing Premises, then Landlord requires that Tenant accommodate a reallocation of any previously determined Schedule of Values under the Work Letter attached to the Office Lease. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, all Improvements shall be deemed Landlord’s Work (property under the terms of the Lease, as determined hereunder)amended. Subject to the “Construction Risk Alternative,” as that term is defined in Section 4.2.1 below, together with EXHIBIT B any related costs reasonably estimated by Landlord, exceeds unused portion of the Improvement Allowance, Allowance remaining as of the date which is one (1) year from the delivery date of the Expansion Premises shall remain with Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, and Tenant shall have no further right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,thereto.

Improvement Allowance. Landlord Tenant shall provide Tenant with be entitled to an Improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) in the amount set forth in Section 13 of the total fixed-price Summary for the costs relating to the design, permitting and construction cost of Landlord’s Work shown on Landlord’s Plans improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed to the Premises (the “Base PriceImprovements”), including mxxx-ups as determined hereunder, The Base Price provided that the Improvements constructed by Tenant shall hereafter be subject to adjustment for Change Orders include (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to be paid by receive a CofO for the Base, Shell and Core and Tenant under to receive a CofO for the Lease (such as for review, inspection, and testing) Premises. Tenant shall thereafter be added construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Base Price Core and Shell Work, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Improvement Allowance and “Landlord’s Drawing Contribution” (as adjusted for Change Ordersthat term is defined below). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price Improvement Allowance for any particular portion of Landlord’s Work the Premises is not fully utilized by Tenant within one (as determined hereunder)1) year following the Lease Commencement Date, together with any related costs reasonably estimated by then such unused amounts shall revert to Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, and Tenant shall have no right tofurther rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall have contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding portion of the foregoing sentenceLandlord’s Drawing Contribution, if Tenant requests any, remaining after completion of the Improvements shall be available for use by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,.

Improvement Allowance. Tenant shall be entitled to an improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) for costs relating to the design and construction of the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), including without limitation, such portion of the Premises outside the Expansion Premises, as Tenant may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such improvements shall be subject to all of the requirements contained in this Work Letter applicable to the Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed Twenty-Four Thousand Six Hundred and 00/100 Dollars ($67,025.00 24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance”), Landlord shall notify Tenant ,” and the improvements to be constructed with all or a portion of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (Improvement Allowance are collectively referred to herein as the “Base Price”), including mxxx-ups as determined hereunder, The Base Price Improvements.” In no event shall hereafter Landlord be subject obligated to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required make disbursements pursuant to implement Landlord’s this Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to Letter in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total fixed price amount to reimburse Tenant for the cost of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, Improvements that exceeds the Improvement AllowanceAllowance applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, Landlord may from time to time require Tenant to pay such excess to Landlord before performing as amended, except as otherwise provided in Section 3.2 of this Work Letter, the remaining Improvements shall be deemed Landlord’s Workproperty under the terms of the Lease, as amended. Except Any unused portion of the Improvement Allowance that Tenant has not timely and properly requested that Landlord disburse as set forth belowof the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right tothereto. Without limiting the foregoing, Tenant and Landlord shall have no obligation contemplate that the Improvements to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full Premises and final payment of Landlord’s Work, then such amount(s) may Building listed in Schedule X will be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures included in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Final Plans and Final Working Drawings.

Improvement Allowance. Subject to the terms hereof, Landlord shall provide Tenant with grant an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) to Tenant in an amount not to exceed the aggregate of (a) Six Million Eight Hundred Seventy Thousand Dollars ($67,025.00 6,870,000.00) (the “Basic Improvement Allowance”) to be used solely to reimburse the Tenant for the Itemized Costs, and (b) One Million Three Hundred Thousand Dollars ($1,300,000.00) (the “HVAC Allowance” and together with the Basic Improvement Allowance, the “Improvement Allowance”) to be used solely to reimburse the Tenant for that portion of the Itemized Costs of replacing the HVAC units serving the Premises and related control systems . The Improvement Allowance shall be available for disbursement subject to and in accordance with the terms and conditions hereof (including the Work Letter), provided that at no time shall Landlord be required to make a disbursement of any of the Improvement Allowance if following such advance the aggregate amount of the Improvement Allowance advanced by Landlord would exceed Landlord’s Share of the aggregate amount of the Itemized Costs incurred by Tenant through such date. As used herein, “Landlord’s Share” means and refers to a fraction (expressed as a percentage), the numerator of which is the original amount of the Improvement Allowance and the denominator of which is the total amount of the Approved Budget (taking into account any increases in the Approved Budget, including increases as a result of change orders requested by Tenant and approved by Landlord in accordance with the terms of the Work Letter). Conditioned upon and provided that the Conditions Precedent (as defined below) are satisfied for each reimbursement request, and satisfied for each request no later than the date which is two (2) years after the Term Commencement Date (the “Required Completion Date”), Landlord shall notify pay to Tenant within thirty (30) days of satisfaction of the total fixed-price construction cost of Conditions Precedent Landlord’s Work shown on Landlord’s Plans Share of the Itemized Costs The “Conditions Precedent” are: (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACa) Tenant is not in default under this Lease beyond any applicable notice and cure period provided in this Lease, and cleaningTenant is in full compliance with all requirements under this Section 3.3 concerning Tenant’s Initial Work, (b) Tenant has complied with all of the terms and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s conditions of the Work and other variable costs to the extent Letter that are conditions precedent that required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added satisfied prior to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price disbursement of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds portion of the Improvement Allowance, and (c) Tenant has provided Landlord may from time to time require Tenant to pay an itemized accounting of Tenant’s costs for such excess to Landlord before performing the remaining LandlordTenant’s Work. Except Initial Work for which it seeks reimbursement (“Itemized Costs”), of which not more than twenty-five (25%) percent shall be laboratory case work and soft costs, as more particularly set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Work Letter.

Improvement Allowance. Landlord shall provide Tenant with an allowance be responsible for bearing --------------------- all costs and expenses of completing the costs Landlord's Work up to a maximum of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 [***] (the “Improvement "Allowance”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders"). All costs referred to and expenses in this paragraph excess of such Allowance ----- shall be subject to reimbursement from the Improvement Allowanceat Tenant's sole expense and shall be paid in accordance with this Section 5. In the event If Landlord at any time determines that the total fixed price cost of the Landlord's Work is likely to exceed the amount of the Allowance (such excess, the "Excess Amount"), Tenant shall elect either, or a combination, of the following two options with respect to the entire Excess Amount: (a) the payment by Tenant to Landlord of the Excess Amount concurrently with the performance of Landlord’s 's Work in accordance with the terms of this Section 5, or (b) the election by Tenant to increase the Basic Monthly Rent under this Lease by an amount sufficient to fully amortize the Excess Amount over the Initial Term plus interest at 10 percent per annum. To the extent to which Tenant elects to pay the Excess Amount concurrently with the performance of Landlord's Work (as determined hereunderpursuant to clause (a) above), together with Tenant shall advance fifty percent (50%) of such amount to Landlord prior to (and as a condition to) Landlord's commencing or completing the Landlord's Work and any related costs reasonably estimated failure by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess funds to Landlord before performing within five (5) business days shall constitute a default under this Lease. Tenant shall pay the remaining balance of such amount within ten (10) calendar days following its receipt of invoices therefor and Tenant's failure to do so shall constitute a default under this Lease. To the extent to which Tenant elects to amortize the Excess Amount through an increase to Basic Monthly Rent (pursuant to clause (b) above), Landlord and Tenant shall, prior to (and as a condition to) Landlord’s 's commencing or completing the Landlord's Work, enter into an Amendment to this Lease setting forth such increased Basic Monthly Rent. Except as set forth belowTenant's failure to execute and return such Amendment within 5 days after receipt shall constitute a default under this Lease. The Allowance shall include without limitation any and all costs of construction, city permits, space planning, engineering, blueprints, reimbursables, and Landlord's actual cost of administration and supervision of Landlord's Work and overhead attributable to Landlord's work up to a maximum amount of $0.25 per Rentable Square Foot. Landlord's Work shall use, whenever possible, the construction materials which currently exist at the Building and the fair market value of such materials shall be deducted from the Allowance. Landlord and Tenant acknowledge that the cost of window coverings for the Premises (estimated to total less than $20,000) shall be allocated 25 percent to each of Landlord, Tenant shall have no right to(and therefore paid through the Allowance), Landlord's broker (Xxxx Xxxxxxx), and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,'s broker (Xxxxxx Xxxxxx Group).

Improvement Allowance. Landlord Sublessee shall pay for all Sublessee Improvements, except that Sublessor shall provide Tenant with to Sublessee an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Initial Improvement Allowance”) in the amount of up to [***] of the Subleased Premises (i.e., [***]. In addition, upon Sublessee’s completion of the Server Room, Sublessor shall reimburse to Sublessee the costs incurred by Sublessee to design and construct the Server Room up to [***] (the “Server Room Allowance”, and, together with the Initial Improvement Allowance, the “Sublessee Improvement Allowance”). Certain confidential information contained in this document, Landlord shall notify Tenant marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Sublessee Improvement Allowance may be used by Sublessee for any costs incurred by Sublessee in connection with the renovation, modernization, fit up, fixturization, signage and/or IT wiring of the total fixed-price Subleased Premises, including the design and construction cost of Landlord’s Work shown on Landlord’s Plans the Sublessee Improvements (the “Base PriceReimbursable Costs”); provided, including mxxx-ups as determined hereunderthat, the Server Room Allowance shall only be available for the costs to design and construct the Server Room. The Base Price Sublessee Improvement Allowance shall hereafter be subject paid in phases upon completion of the Sublessee Improvements in any Phase of the Subleased Premises and delivery to adjustment Sublessor of an invoice together with appropriate lien release documentation evidencing the full payment by Sublessee of all Reimbursable Costs for Change Orders which Sublessee seeks reimbursement. Sublessor will make disbursements of the Sublessee Improvement Allowance within thirty (if any). Costs 30) days after Sublessor's receipt of Building services or facilities (such as electricitySublessee's invoice and documentation; provided, HVAChowever, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price aggregate costs of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the design and construction of the Sublessee Improvements and Reimbursable Costs is less than the Sublessee Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord Sublessor shall have no obligation to fund, any provide to Sublessee the portion of the Sublessee Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014that exceeds such aggregate costs. Notwithstanding In no event shall the foregoing sentence, if Tenant requests by written notice to Landlord any Sublessee Improvement Allowance unused after be available for costs other than the full cost of the design and final payment construction of Landlord’s Work, then such amount(s) may the Sublessee Improvements and Reimbursable Costs or be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in applied as a credit against Rent under the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Sublease.

Improvement Allowance. Provided Tenant is not in default beyond any applicable notice and cure periods, Landlord shall provide Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in agrees to contribute an amount not equal to exceed $67,025.00 1,155,000.00 (i.e., $25.00 per rentable square foot of the Premises) (the “Improvement Allowance”), toward the cost of performing the Initial Alterations in preparation of Tenant’s occupancy of the Premises. The Allowance may only be used for the cost of preparing design and construction documents; permitting costs, management fees, telecommunications and data cabling installation; costs of permitting and installing signage; mechanical and electrical plans for the Initial Alterations and for all other hard and soft costs in connection with the Initial Alterations). In addition, the Allowance may be used toward the cost of Tenant’s actual moving expenses and furniture costs. The Allowance, or such portion thereof that equals the amount expended by Tenant on the items described above, shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performed the Initial Alterations, within 30 days following substantial completion of the Initial Alterations and receipt by Landlord shall notify of Tenant’s requisition for the Allowance accompanied by (1) invoices covering all labor and materials expended and used in the Initial Alterations; (2) a sworn contractor’s affidavit from the general contractor and a request to disburse from Tenant; (3) full and final waivers of lien; (4) as-built plans (in both paper and CAD file formats) of the Initial Alterations; (5) an AIA-G704 from Tenant’s architect; and (6) a certificate of occupancy issued with respect to the Premises by the Inspectional Services Department of the City of Boston (“ISD”) or written evidence that other permission has been obtained from ISD for occupancy by Tenant of the total fixed-price construction cost Premises. The Allowance shall be disbursed in the amount reflected on the invoices meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse the Allowance during the continuance of an uncured Default under the Lease. Any portion of the Allowance that has not been requisitioned on or before the date that is two (2) years after the Commencement Date shall be forfeited by Tenant and remain the property of Landlord’s Work shown on . In order to secure Landlord’s Plans obligation to pay the Allowance to Tenant, Landlord shall deposit current funds in the amount of the Allowance with Fidelity National title Insurance Company (the “Base PriceEscrow Agent”), including mxxx-ups who shall hold such funds and disburse same in accordance with an escrow agreement by and among Landlord, Tenant, and the Escrow Agent substantially in the form attached hereto as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders Exhibit K (if anythe “Escrow Agreement”). Costs of Building services or facilities (such as electricity, HVACLandlord and Tenant shall execute the Escrow Agreement on the Execution Date, and cleaningLandlord shall cause the Escrow Agent to execute the Escrow Agreement forthwith thereafter. Landlord shall fund the Escrow Agreement not later than the date that is two (2) Business Days after the Execution Date and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required provide an acknowledgment from the Escrow Agent of receipt of the same. If Landlord shall fail to implement Landlord’s Work and other variable costs deposit an amount equal to the extent required to be paid by Tenant under Allowance with the Lease (Escrow Agent in such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth belowperiod, Tenant shall have no the right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by terminate this Lease upon written notice to Landlord given at any Improvement Allowance unused time after such time period and before Landlord deposits such amount. EXHIBIT C-1 TENANT’S PRELIMINARY PLANS -1 EXHIBIT D COMMENCEMENT DATE AGREEMENT Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the full day of , , by and final payment between , a ,as Landlord, and , as Tenant, for rentable square feet on the floor of Landlord’s Workthe Building located at , then such amount(s) may be used to reimburse Massachusetts, . Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant for its actual, documented third party costs accepts possession of furniture, cabling the Premises and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,agrees:

Improvement Allowance. Landlord Tenant shall provide Tenant with be entitled to receive an improvement allowance for in the costs amount of preparing $181,200.00 (i.e., $30.00 per rentable square foot of the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesSuite 750 Expansion Space) in an amount not to exceed $67,025.00 (the “Improvement Suite 750 Allowance”)) to perform improvements, alterations and additions to the Suite 750 Expansion Space. In addition, if Tenant properly exercises its Suite 750 Expansion Option pursuant to this Section 10, Landlord shall notify Tenant also increase the amount of the total fixed-price construction Suite 700 Allowance described in Exhibit B by an amount equal to $104,910.00 (i.e., $10.00 per rentable square foot of the Suite 700 Expansion Space), so the amount of the Suite 700 Allowance shall be increased from $209,820.00 to $314,730.00. The Suite 750 Allowance shall be applied toward the cost of Landlord’s Work shown on Landlord’s Plans initial improvements to be performed in the Suite 750 Expansion Space (the “Base PriceSuite 750 Improvements”) by Tenant, including the cost of preparing plans, drawings and specifications in connection therewith. The Suite 750 Allowance shall be applied and disbursed in the same manner and subject to the same limitations set forth in Exhibit B hereto with respect to the Suite 700 Allowance. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Suite 750 Allowance during the continuance of an uncured default under the Lease, as amended hereby, and Landlord’s obligation to disburse shall only resume when and if such default is cured. The Suite 750 Allowance may only be used for the cost of labor, material, permits, professional services fees (including, without limitation, engineers foes and LEED certified professional fees), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment and contractors fees for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs the Suite 750 Improvements to the extent required to be paid by Tenant under Suite 750 Expansion Space and the Lease (such as for review, inspection, cost of preparing plans and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to drawings in this paragraph shall be subject to reimbursement from the Improvement Allowanceconnection therewith. In no event shall the event that Suite 750 Allowance be used for the total fixed price purchase of Landlord’s Work equipment, furniture or other items of personal property of Tenant. Any Suite 750 Allowance remaining after the date which is six (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds 6) months following the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess commencement of the Suite 750 Term shall accrue to Landlord before performing the remaining Landlord’s Work. Except as set forth below, and Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,claim connection therewith.

Improvement Allowance. Provided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”) in an amount up to One Million Five Hundred Eighteen Thousand Nine Hundred Fifty Dollars ($1,518,950,00) (or Forty-Two and 50/100 Dollars ($42.50) per rentable square foot of the Premises) to be applied solely to the Construction Costs. Notwithstanding the foregoing, Tenant hereby expressly acknowledges and agrees that Tenant shall expend no less than One Million One Hundred Sixty-One Thousand Five Hundred Fifty Dollars ($1,161,550.00) (or Thirty-Two and 50/100 Dollars ($32.50). per rentable square foot of the Premises) on Construction Costs associated with the construction of the Tenant Improvements. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall notify Tenant pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of ninety percent (90%) of the total fixed-price construction cost Improvement Allowance until satisfaction of Landlordthe following conditions: (A) Tenant’s Work shown on Landlordoccupancy of the Premises; (B) if previously submitted by Landlord to Tenant, Tenant’s Plans (execution and delivery to Landlord of the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs Declaration attached to the extent required Lease as Exhibit C; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to be paid Landlord of all receipts, invoices or other documentation necessary to substantiate all costs payable by Landlord hereunder. If Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from does not expend all of the Improvement Allowance. In Allowance for Construction Costs as permitted hereunder within nine (9) months of the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fundEffective Date, any unused portion of the Improvement Allowance not properly requisitioned so used shall be retained by Tenant on or before December 31, 2014Landlord. Notwithstanding the foregoing sentenceforegoing, if Tenant requests may elect to use all or any portion of the unused Improvement Allowance (but in no event more than Three Hundred Fifty-Seven Thousand Four Hundred Dollars ($357,400.00) (or Ten Dollars ($10.00) per rentable square foot of the Premises)) to defray (x) Annual Base Rent payable by Tenant pursuant to the Lease, provided that Tenant gives written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments election to utilize such credit at least ten (10) business days prior to the due date of any installment of Annual Fixed Base Rent beginning on January 1for which Tenant elects to use such credit, 2015,or (y) Tenant’s costs associate with its move to the Premises (excluding legal fees).

Improvement Allowance. (a) (i) Provided no Event of Default has occurred and is continuing under the Lease or the Two Freedom Lease (or if an Event of Default then exists, the right to the Improvement Allowance shall toll until such Event of Default has been cured in full prior to the Allowance Deadline defined below, and if not so cured prior to the Allowance Deadline, such right shall be deemed to have been waived and forfeited), Landlord shall provide grant Tenant with an improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)) in an amount equal to $155.00 multiplied by the number of square feet of rentable area in the Premises, Landlord shall notify Tenant which is equivalent to Seven Million Two Hundred Thirty Thousand One Hundred Thirty Dollars ($7,230,130.00) based on 46,646 rentable square feet contained in the initial Premises, to be applied toward the Leasehold Costs, including without limitation, the following costs incurred with respect to the Premises in Tenant’s sole and absolute discretion: architectural design fees, engineering services, construction costs, including general contractor’s general conditions, overhead and profit, cabling, data and telephone installation and related construction management fees, acquisition, relocation and installation of furniture, fixtures and equipment, acquisition and installation of supplemental HVAC, acquisition and installation of security systems, audio/visual equipment, and other specialty improvements, project management expenses, moving expenses, design, fabrication and installation of Tenant’s Top of Building Sign, Landlord’s Construction Management Fee, and design, permitting and construction of an internal stair. In addition to the foregoing, if any portion of the total fixed-price construction cost of LandlordImprovement Allowance remains after application to the foregoing, at Tenant’s Work shown on Landlord’s Plans election by written notice thereof received by Landlord not later than the Lease Commencement Date (the “Base PriceAdditional Abatement Notice”), including mxxx-ups any unused portion of the Improvement Allowance shall be applied as determined hereundera credit against the base rent next coming due under the Lease following any Abatement to which Tenant is entitled pursuant to Article III of the Lease. Notwithstanding anything to the contrary contained in this Exhibit B, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required that Landlord pays to Tenant any amounts pursuant to that certain indemnification letter dated as of July 1, 2020 between Landlord and Tenant (the “Indemnity Payment”), the amount of such Indemnity Payment automatically shall be paid deducted from the amount of the Improvement Allowance available to Tenant pursuant to this Exhibit B, Any portion of the Improvement Allowance that remains unreserved and unapplied by Tenant under the date that is twenty-four (24) months after the Lease Commencement Date (such as for review, inspection, and testingthe “Allowance Deadline”) shall thereafter be added deemed waived and forfeited. For purposes of this Section 6(a), Improvement Allowance funds shall be deemed reserved only to the Base Price (as adjusted extent that the Leasehold Work for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from which the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay Allowance funds will be applied has been completed and a disbursement requisition for such excess funds has been submitted to Landlord before performing or with respect to which Tenant shall have provided Landlord with the remaining Landlord’s WorkAdditional Abatement Notice described above. Except as set forth below, The Leasehold Costs shall not include (and Tenant shall have no right to, responsibility for and Landlord shall have no obligation to fund, any the Improvement Allowance shall not properly requisitioned be used for) the following costs (if any) incurred in connection with the performance of the Leasehold Work and delivery of the Premises to Tenant in the Base Building Delivery Condition: (A) costs incurred to remove Hazardous Materials from the Premises or the surrounding area; (B) costs recoverable by Tenant Landlord on or before December 31, 2014. Notwithstanding account of warranties and insurance; (C) penalties and late charges attributable to Landlord’s failure to pay the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after as and when required; and (D) costs to comply with the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Base Building Delivery Condition.

Improvement Allowance. Landlord shall grants Tenant an Improvement Allowance with the terms and guidelines as stipulated in Allowance (A) and Allowance (B) below: Allowance (A): Immediately upon execution of this Fifth Amendment, Landlord will provide Tenant with an allowance Allowance for Improvements to the costs of preparing Demised Premises and/or building, which must first be approved by the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount , not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment unreasonably withheld. To qualify for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Improvements (herein after referred to as the “Qualified Improvements”) must enhance and/or add value to the Building and/or the Property and will be retained as the property of the Landlord may from time to time require once the Tenant to pay such excess to Landlord before performing vacates the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right toPremises, and Landlord shall have no obligation has the right to fundapprove the proposed improvements, not to be unreasonably withheld. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on all Qualified Improvements, with a cap on the Landlord’s expenditures of $321,429. Tenant will bear the financial responsibility for $0.333 out of each $1.00 of each Qualified Improvements and for any other expenditures that are not deemed to be Qualified Improvements or exceed the Landlord’s cap. To qualify for reimbursement from the Landlord, all such expenditures must be made between the time this Fifth Amendment is executed and the end of the amended term which expires on 12/31/2021. Landlord will reimburse Tenant within 30 days after Tenant submits copies of paid invoices showing the work to be completed and, if applicable, the associated release of liens from the contractor. Allowance (B): Upon the execution of this Fifth Amendment, all previous financial commitments for HVAC Replacement costs will be considered null and void and the following language will apply instead. Landlord will bear the financial responsibility for $0.667 out of each $1.00 expended on the replacement of HVAC units, with a cap on the Landlord’s expenditures of $107,143. For clarification, the Improvement Allowance not properly requisitioned (A) above may also be used by Tenant towards HVAC Replacement costs. Tenant will bear the financial responsibility for $0.333 out of each $1.00 expended on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord cost of each HVAC replacement and for any Improvement Allowance unused after other such expenditures that exceed the full and final payment of Landlord’s Work, then such amount(s) may be used to cap. Landlord will reimburse Tenant for its actual, documented third party costs within 30 days after Tenant submits copies of furniture, cabling paid invoices showing the work to be completed and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments associated release of Annual Fixed Rent beginning on January 1, 2015,lien from the contractor.

Improvement Allowance. Tenant shall have the right, effective as of the Lease Commencement Date, to elect to cause Landlord shall to provide Tenant with an improvement allowance for in the costs amount set forth in Section 5 of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 Summary (the “Improvement Allowance”)) to be used by Tenant in connection with “Alterations”, as defined in Section 8.1, below, in the Flex Space only. Tenant may elect to use the Improvement Allowance by written notice to Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if anythe final sentence of this Section 1.1.4). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required If Tenant so elects to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds use the Improvement Allowance, Landlord may from time shall disburse the Improvement Allowance to time require Tenant following Tenant’s completion of Alterations in accordance with the terms of Article 8, below, to pay reimburse Tenant the actual costs incurred by Tenant in connection with such excess Alterations. The Improvement Allowance shall not be made available to reimburse Tenant for any moving or relocation expenses, furniture or fixtures, telephone or data cabling, signage or personal property. Landlord before performing shall not charge Tenant any supervisory fee in connection with Alterations paid for by the remaining Landlord’s Work. Except Improvement Allowance, but, as set forth provided in Section 8.4, below, Tenant shall have no right toreimburse Landlord for Landlord’s actual out-of-pocket fees incurred with respect to any third party consultants or service providers engaged by Landlord in connection with the review and approval of plans relating to such Alterations, not to exceed $3,000.00. The disbursement of the Improvement Allowance shall be in accordance with Landlord’s standard disbursement procedures, which may include the requirement that Tenant provide invoices or other reasonable evidence of the amounts expended by Tenant, and lien releases or waivers as applicable. Any amount of the Improvement Allowance that is not disbursed or claimed as of the date that is thirty (30) months after the Lease Commencement Date shall revert to Landlord and Tenant shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,further rights thereto.

Improvement Allowance. Landlord shall agrees to provide to Tenant with (i) an allowance for with respect to the costs preparation of preparing the Additional Premises for Plans, in the amount of $8,853.40, calculated on the basis of $.10 per rentable square foot (the “Design Allowance”) and (ii) an allowance with respect to the construction of the Tenant’s initial occupancy Improvements in accordance with the Construction Price, in the amount of $2,213,350.00 (including the costs exclusive of Landlord’s Work and architectural and engineering feesImprovements in accordance with Section 17.1.1) in an amount not to exceed calculated on the basis of $67,025.00 25.00 per rentable square foot (the “Tenant Improvement Allowance”), . Landlord shall notify pay to Tenant the full amount of the total fixed-price construction Design Allowance upon the Effective Date. To the extent that the cost of Landlord’s Work shown on Landlord’s the preparation of the Plans (shall exceed the “Base Price”), including mxxx-ups as determined hereunder, The Base Design Allowance or the Construction Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to exceed the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing shall be liable for the remaining Landlord’s Workdifference. Except as set forth belowTo the extent the Construction Price shall be less than the Tenant Improvement Allowance, Tenant shall have no right to, and be entitled to a credit against Base Rent in the amount of such savings. Landlord shall have no obligation to fundnot charge Tenant fees for construction coordination or supervision, any or for review or approval of Plans or Change Orders, or for the cost of utility services, air conditioning or other services provided during installation of furnishings, fixtures or equipment. The Construction Price shall be paid as follows: (i) Landlord shall disburse the full amount of the Tenant Improvement Allowance and (ii) if the Construction Price shall exceed the Tenant Improvement Allowance, then, following the disbursement of the full amount of the Tenant Improvement Allowance, Tenant shall pay all remaining Tenant’s Improvements costs, not properly requisitioned by Tenant to exceed the Construction Price, on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to fifteenth (15th) Business Day after Tenant’s receipt of an invoice therefor from Landlord any Improvement Allowance unused after the full and final payment of or Landlord’s WorkContractor, then such amount(sbut no more frequently than once monthly; provided, however, the Retainage shall be disbursed by Tenant to the Landlord’s Contractor only upon (A) may be used to reimburse Tenant for its actual, documented third party costs the Substantial Completion of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments Improvements, subject to a further retainage of Annual Fixed Rent beginning on January 1150% of the reasonably estimated cost of the Punch List items until the final completion of same; (B) the submittal of the final release of lien from the Landlord’s Contractor; (C) the submittal of the final contractor’s affidavit as contemplated by Chapter 713, 2015,Florida Statutes, indicating that all subcontractors have been paid in full, and (D) a written certification from Tenant’s Architect that the Tenant’s Improvements have been substantially completed to Tenant’s reasonable satisfaction.

Improvement Allowance. Provided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)) in an amount up to Sixty-Three Thousand Four Hundred Fifty-Six Dollars ($63,456.00) to be applied solely to the Construction Costs (hereinafter defined) and the cost of relocating the Relocated Liebert Units to the Premises. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall notify Tenant pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of eighty percent (80%) of the total fixed-price construction cost Improvement Allowance until satisfaction of Landlordthe following conditions: (A) Tenant’s Work shown on Landlordoccupancy of the Premises; (B) Tenant’s Plans (execution and delivery to Landlord of the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs Declaration attached to the extent required Lease as Exhibit C; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to be paid Landlord of all receipts, invoices or other documentation necessary to substantiate all costs payable by Landlord hereunder. If Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from does not expend all of the Improvement Allowance. In Allowance for Construction Costs as permitted hereunder within six (6) months of the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fundEffective Date, any unused portion of the Improvement Allowance not properly requisitioned so used shall be retained by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,.

Improvement Allowance. Prior to commencement of its regular business operations, Tenant shall have the right to make interior and exterior improvements and alterations to the Premises of a nature and design necessary for the improvement of the Premises, excluding Tenant’s trade fixtures, equipment, furniture and personal property, but including all wiring cabling, telecommunications equipment and back-up generator (the “Tenant’s Work”). Tenant shall not remove the Tenant’s Work at the expiration of the Lease. Prior to commencing such Tenant’s Work, Tenant shall submit plans and specifications therefor in reasonable detail to Landlord for its approval, which approval shall not be unreasonably withheld, condition or delayed. In the event Landlord fails to approve or deny its approval within ten (10) business days after submission by Tenant to Landlord, Tenant shall have the right to thereafter deliver notice to Landlord advising Landlord of its failure to approve or deny the plans and specifications, which notice shall expressly state “IN THE EVENT LANDLORD FAILS TO APPROVE OR DENY ITS APPROVAL TO THE REQUESTED ALTERATIONS WITHIN FIVE (5) BUSINESS DAYS FROM THE DATE OF THIS NOTICE, LANDLORD’S CONSENT SHALL BE DEEMED GRANTED”. In the event that in the event Landlord fails to approve or deny its approval within five days from the date of such notice, Landlord’s approval shall be deemed granted. Tenant shall obtain all necessary governmental consents and permits for the Tenant’s Work. All materials shall be new and both workmanship and materials shall be in good condition and in compliance with applicable laws. Tenant shall comply with the requirements of Section 12 in performing the Tenant’s Work. Landlord shall provide Tenant with an improvement allowance (“Tenant Allowance”) in the amount of up to $7,000,000.00 for the costs performance the Tenant’s Work. The Tenant Allowance shall be paid by Landlord to Tenant within thirty (30) days following the date that (a) Tenant obtains a certificate of preparing the Additional Premises occupancy for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural (b) Tenant delivers to Landlord of (i) a statement certified by the chief financial officer of Tenant showing in reasonable detail the actual amount spent for the performance of Tenant’s Work; (ii) a description of the work performed; (iii) and engineering fees) a lien waiver from Tenant’s general contractor and all subcontractors having a contract in an amount not to exceed excess of $67,025.00 100,000.00 (the “Improvement AllowanceReimbursement Documentation”), Landlord shall notify . If Tenant fails to utilize the entire Tenant Allowance of $7,000,000.00 as of the total fixed-price construction cost date that is the earlier (a) sixty (60) days after a final or temporary certificate of Landlordoccupancy is issued for all of Tenant’s Work shown on Landlord’s Plans or (b) the “Base Price”)date Tenant delivers to Landlord the Reimbursement Documentation, including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to then the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph Rent shall be subject adjusted as set forth in the Rent Rider, but Tenant shall be deemed to reimbursement from have waived any right to utilize the Improvement Allowancebalance of said sum. In Tenant shall reimburse Landlord for all reasonable out-of-pocket expenses incurred by Landlord in connection with its review of the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require detailed plans and specifications. Tenant to pay such excess shall also provide to Landlord before performing for its approval the remaining Landlordidentity of the contractor and architect Tenant proposes to employ to construct the Tenant’s Work. Except as set forth below, Tenant agrees that Landlord or its affiliates shall have no the right toto bid upon the Tenant’s Work, and Landlord provided that Tenant shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014award such bid to Landlord. Notwithstanding the foregoing sentence, if Tenant requests by written notice to If Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used fails to reimburse Tenant under this Section 38 within 30 days after the date on which a certificate of occupancy is issued for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1Work and Landlord’s receipt Tenant’s documentation as provided in this Section 38, 2015,such unpaid amount shall accrue interest at the Default Interest Rate, and in addition to all other remedies which Tenant may have either under this Lease or as permitted at law or in equity, Tenant shall have the right to offset any such unpaid amount and accrued interest against rent hereunder.

Improvement Allowance. Landlord agrees to pay up to $4,540,100.00 (the "Improvement Allowance") for Landlord's Costs (defined below). Tenant shall provide pay all of Landlord's Costs which are in excess of the Improvement Allowance plus Landlord's Fee and the Warranty Fee (as defined below) within thirty (30) days after Landlord's billing to Tenant with an allowance therefor. Landlord may xxxx Tenant such amounts on a monthly basis, at Landlord's option, as progress payments, which Tenant shall pay within thirty (30) days after billing therefor. "Landlord's Costs" are all direct and indirect costs, fees, and expenses related to the Land and the Initial Improvements including, without limitation, all costs, fees, and expenses related to the acquisition of the Land, obtaining all permits and governmental approvals for the Initial Improvements, designing, constructing, and installing the Initial Improvements, general conditions, document preparation, costs of preparing drawing plans and specifications, builders risk and liability insurance costs, and all labor, materials, supplies, and equipment used for any of the Additional Premises for Tenant’s initial occupancy (including foregoing, plus any excise or sales tax imposed on any of the costs foregoing. A preliminary budget, which is subject to change, of Landlord’s Work and architectural and engineering fees's Costs is attached as Exhibit "G". All of Landlord's Costs are subject to change except that the cost of the items described on Exhibit "G" next to which an asterisk (*) is placed shall equal the amount for such items set forth in an amount not to exceed $67,025.00 (Exhibit "G". After the “Improvement Allowance”)Final Plans are completed, Landlord will prepare an updated budget and, thereafter, the Designated Representatives shall notify Tenant meet at least every other week to update the budget. Landlord's Fee shall equal five percent (5%) of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans 's Costs in excess of $4,540,100.00. The Warranty Fee shall equal one percent (1%) of costs, fees, and expenses of labor, materials, supplies, and equipment for construction of the Initial Improvements (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any"Warranty Fee"). Costs If Landlord incurs any costs, fees or expenses to repair or replace any of Building services the Initial Improvements under Landlord's construction warranty or facilities replacement obligations as described in this Lease, such amount shall be deducted from the Warranty Fee. Any amount not so paid from the Warranty Fee within sixteen (such as electricity16) months following the date of Substantial Completion of the Tenant Improvements shall be reimbursed to Tenant, HVAC, if and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent extent, Tenant pays the Warranty Fee as required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Ordersthis Section 21.2(c). All costs referred to in this paragraph Such payment shall be subject made within 30 days after the end of such 16-month period. Landlord is not obligated to reimbursement from pay or incur any amounts that exceed the Improvement Allowance. In If Landlord's Costs exceed the Improvement Allowance, Tenant will pay the excess to Landlord in cash as Additional Rent as provided above but in no event later than upon Substantial Completion of the Tenant's Improvements. Within 10 days after Landlord's demand therefor accompanied by reasonable documentation of such costs, Tenant will also pay, as Additional Rent, all of Landlord's Costs (including lost rent) resulting from any Tenant Delay. If Landlord reasonably estimates that the total fixed price cost of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Initial Improvements will exceed the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess deposit with Landlord, before Landlord commences construction of Initial Improvements, an amount equal to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any amount by which the cost of the Initial Improvements exceeds the Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Allowance.

Improvement Allowance. Landlord Tenant shall provide Tenant with an be entitled to a one-time tenant improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) in the amount of $25.00 per square foot of the total fixed-price Premises for the costs relating to the initial design and construction cost of LandlordTenant’s Work shown on Landlord’s Plans improvements that are permanently affixed to the Premises (the “Base PriceImprovements”). In addition, including mxxx-ups as determined hereunderLandlord will provide Tenant with up to One and 50/100 Dollars ($1.50) per square foot of the Premises for space planning, The Base Price shall hereafter be subject to adjustment design and engineering fees (“Soft Cost Allowance”) and a lump sum of $10,809.56 for Change Orders lighting upgrades (if any“Lighting Allowance”). Costs For the purposes of Building services or facilities (such as electricitythis Work Letter, HVAC, the Soft Cost Allowance and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required the Lighting Allowance shall be deemed to implement be included in the definition of “Improvement Allowance.” Other than Landlord’s obligation to disburse the Improvement Allowance pursuant to this Tenant Work and other variable Letter, Tenant shall be responsible for all costs relating to the extent required design and construction of the Improvements and in no event shall Landlord be obligated to be paid by make disbursements pursuant to this Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to Work Letter in this paragraph shall be subject to reimbursement from a total amount which exceeds the Improvement Allowance. In the event that the total fixed price of All Improvements constructed pursuant to this Work Letter shall be deemed Landlord’s Work (as determined hereunder), together with property under the terms of Section 8.5 of the Lease. Tenant shall not be entitled to any related costs reasonably estimated by Landlord, exceeds credit for any unused portion of the Improvement Allowance, Landlord except that Tenant may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, apply any unused Improvement Allowance not properly requisitioned by to (i) cover its costs of moving into the Premises, costs of furniture, fixtures and equipment to be used in the Premises or (ii) (provided that Tenant first satisfies all obligations under this Lease for the first twelve (12) months of the Lease Term) as a credit against Tenant’s Base Rent for the thirteenth (13th) and/or fourteenth (14th) full month(s) of the Lease Term. The foregoing credit will be paid to Tenant (or credited against Base Rent) after written notice from Tenant after the substantial completion of the Improvements; provided that Tenant must make a written request for such amounts on or before December 31, 20142008 or it will forfeit the right to such credit. Notwithstanding the foregoing sentenceforegoing, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures will complete Improvements in the Additional Premises or toward in substantial accordance with the preliminary plan previously provided to the Architect by Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,.

Improvement Allowance. Landlord shall provide Tenant with an allowance To help pay for the costs of preparing which are incurred by Tenant in designing, engineering and constructing any improvements which Tenant desires to make to the Additional Premises including any work to be performed by Landlord for Tenant at Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not expense pursuant to exceed $67,025.00 Section 3 above (the “Improvement First Amendment Improvements”) or for costs incurred by Tenant for cabling and relocation of Tenant’s furniture, fixtures and equipment during remodeling, Landlord shall make available to Tenant an allowance of Fourteen and 35/100 Dollars ($14.35) per square foot of the actual rentable area of the Remaining Premises (which shall be determined after the demising wall has been constructed by Landlord in accordance with Section 3 above) (the “First Amendment Allowance”), . Landlord shall notify Tenant pay the First Amendment Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, Approved CyberOptics Legal DH with supporting invoices for actual costs incurred and lien waivers from all contractors and subcontractors; it being agreed, however, that Landlord shall not be required to disburse any portion of the total fixed-price construction First Amendment Allowance if Tenant is then in default of its obligations under the Lease. If the actual cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”)First Amendment Improvements exceeds the amount of the First Amendment Allowance, including mxxx-ups as determined hereunder, The Base Price Tenant shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional pay the excess costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to without reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (Landlord as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay and when such excess to Landlord before performing costs become due and payable. Notwithstanding the remaining Landlord’s Work. Except as set forth belowforegoing, Tenant shall have no the right to apply up to, but not more than (i) an amount equal to Four and Landlord shall have no obligation to fund, any Improvement 35/100 Dollars ($4.35) times the actual number of rentable square feet in the Remaining Premises of the First Amendment Allowance not properly requisitioned by Tenant as a credit against the installments of Monthly Base Rent which are due and payable on or before December 31after the date on which this First Amendment has been fully executed and delivered, 2014. Notwithstanding and (ii) an amount equal to Five and 00/100 Dollars ($5.00) times the foregoing sentenceactual number of rentable square feet in the Remaining Premises of the First Amendment Allowance as a credit against the installments of Monthly Base Rent which are due and payable on or after July 1, if Tenant requests 2011, in either case, by giving written notice to Landlord any Improvement Allowance unused after of the full amounts to be credited and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly against which installments of Annual Fixed Rent beginning on January 1, 2015,the Monthly Base Rent.

Improvement Allowance. Landlord (a) Sublandlord shall provide Tenant with an allowance reimburse Subtenant for up to $1,079,850.00 (being $50.00 per square foot of rentable area of the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesPremises) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) of the total fixed-price construction cost Cost of LandlordSubtenant’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if anyhereinafter defined). Costs Subtenant shall pay the amount by which the Cost of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement LandlordSubtenant’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from exceeds the Improvement Allowance. In The Improvement Allowance shall be paid out to Subtenant based upon ninety percent (90%) of the event that value of the total fixed price work for which payment is requested (i.e., the value of Landlordsuch work prior to application of any retainage provided for in Subtenant's contract with Subtenant's Contractor) to reimburse Subtenant for the Cost of Subtenant’s Work (as determined hereunder), together with Work. Prior to the payment of any related costs reasonably estimated by Landlord, exceeds portion of the Improvement Allowance, Landlord may Subtenant shall deliver, or shall cause to be delivered to Sublandlord evidence that the work for which reimbursement is then being requested has been performed and paid for by Subtenant, which evidence shall include executed lien waivers, architect’s certificates, contractor’s statements, and owner’s statements covering the work for which reimbursement is requested from time to time require Tenant time. Sublandlord covenants that it will make disbursements of the Improvement Allowance within thirty (30) days after receiving the foregoing required documentation. At Subtenant's election, payments out of the Improvement Allowance shall be made by Sublandlord directly to Subtenant's Contractor, in which event any lien waivers delivered to Sublandlord in connection with a request for disbursement may be conditioned upon payment. Funds paid to Subtenant from Sublandlord shall be deemed to be paid out of the Improvement Allowance until the full amount of the Improvement Allowance has been disbursed. In no event shall Sublandlord be required to make more than one disbursement of the Improvement Allowance during any single calendar month. Upon Subtenant’s completion of Subtenant’s Work and delivery to Sublandlord of final lien waivers and other evidence reasonably required by Sublandlord to confirm Subtenant’s Work has been completed and fully paid for, Sublandlord shall, promptly after written request from Subtenant, disburse to Subtenant any portion of the Improvement Allowance to which Subtenant has satisfied the requirements for disbursement but which was withheld by Sublandlord as the ten percent (10%) retainage. The Improvement Allowance shall be available to pay such excess to Landlord before performing for the remaining Landlordcost of Subtenant’s WorkWork and for so-called "soft costs", which include space planning, architectural and engineering fees, legal fees, construction management fees, moving costs, telephone and computer cabling and for furniture fixtures and office equipment and stationery. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any If Subtenant does not use the entire Improvement Allowance not properly requisitioned by Tenant on or before December 31as provided for in this Work Letter, 2014. Notwithstanding Subtenant may convert any remaining portion of the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after (the full and final "Excess") to abatement of Base Rent, commencing with the Base Rent payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January due October 1, 2015,2016 until such Excess is exhausted, but not later than October 1, 2018.

Improvement Allowance. Landlord LESSOR shall provide Tenant with pay to LESSEE an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy "Improvement Allowance" (including the costs of Landlord’s Work and architectural and engineering feesherein so called) in an amount not equal to the amount by which Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000) exceeds the actual costs incurred by LESSOR in completing LESSOR'S Work; provided, however, for purposes hereof the cost incurred by LESSOR in completing LESSOR'S WORK shall in no event be deemed to exceed $67,025.00 the Budget Amount (as defined below) and no individual component of LESSOR'S Work shall be deemed to exceed the “Budget Amount therefor. The Improvement Allowance”), Landlord less a reserve for the anticipated cost for completing the Punchlist Items, shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under LESSOR to LESSEE within fifteen (15) days following LESSEE'S delivery to LESSOR of the Lease final list of Punchlist Items. Within fifteen (such 15) days following completion of the Punchlist Items, LESSOR shall pay to LESSEE the unused portion, if any, of the reserve for Punchlist Items. As used herein, the "Budget Amount" shall mean the amount set forth on Exhibit "B" as the amount budgeted for reviewthe completion of LESSOR'S WORK and the amount budgeted for each individual component of LESSOR'S Work; provided, inspectionhowever, and testing) shall thereafter be added in the event LESSEE requests any changes to the Base Price scope of LESSOR'S Work set forth on Exhibit "B", LESSOR and LESSEE shall mutually agree to a revised budgeted amount (the "New Budget Amount") based upon the additions or deletions, as adjusted applicable, requested by LESSEE to the scope of LESSOR'S Work. LESSEE shall reimburse LESSOR for Change Ordersthe amount of the New Budget Amount which exceeds Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000). All costs referred Following the completion of LESSOR'S WORK, LESSOR shall provide to in this paragraph shall be subject to reimbursement from LESSEE copies of all invoices for LESSOR'S Work evidencing the Improvement Allowancetotal cost of LESSOR'S Work. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds addition to the Improvement Allowance, Landlord LESSOR acknowledges that LESSEE is negotiating with certain governmental and quasi-governmental authorities for certain incentives (the "Incentives") for relocating LESSEE'S distribution business to the City of Franklin, Xxxxxxx County, Kentucky. A portion of the Incentives may from time be paid in the form of a reimbursement for certain of the costs incurred by LESSOR in completing certain portions of LESSOR'S Work. LESSOR acknowledges and agrees that all such Incentives shall belong to time require Tenant LESSEE and in the event any of the Incentives are paid to LESSOR, such Incentives shall immediately be paid by LESSOR to LESSEE. The Incentives shall be in addition to the Improvement Allowance payable by LESSOR to LESSEE hereunder and in no event shall the Incentives reduce the amount of the Improvement Allowance payable by LESSOR to LESSEE. If LESSOR fails to pay such excess the Improvement Allowance or any portion of the Incentives paid to Landlord before performing the remaining Landlord’s Work. Except LESSOR as set forth above, then the unpaid portion thereof shall accrue interest at the Default Rate (as defined below) until paid and, Tenant shall have no right toin addition to all other remedies available to LESSEE hereunder as the result of a default by LESSOR, at LESSEE's option, LESSEE may offset the unpaid portion thereof, and Landlord all interest accrued thereon, against the rent payable hereunder. As used herein, the "Default Rate" shall have no obligation mean the rate of interest equal to fund, any Improvement Allowance not properly requisitioned the lesser of (i) the maximum rate permitted by Tenant on law or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s(ii) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,fifteen percent (15%) per anum.

Improvement Allowance. Landlord shall provide hereby agrees to disburse to Tenant with an amount up to Five Hundred Thousand and No/100ths Dollars ($500,000.00) to be used as an allowance for improvements (the costs "Improvement Allowance"), provided, however, Landlord agrees, to the extent any amount of preparing the Additional Premises for Tenant’s initial occupancy Improvement Allowance remains unused, Tenant may use said amounts to defray the cost of moving to and relocating into the Premises. Provided Tenant is not in default hereunder, Landlord's disbursement of the Improvement Allowance to Tenant shall be made in up to four (including the costs of Landlord’s Work and architectural and engineering fees4) installments approximately thirty (30) days apart commencing on approximately April 15, 2001. Each installment shall be in an amount not equal to exceed the invoicing incurred by Tenant in making said Improvements as of five days before disbursement, to a maximum total Tenant Allowance of $67,025.00 (the “Improvement Allowance”)500,000.00. Provided, however, that Landlord shall notify Tenant not be obligated to disburse more than 90% (ninety percent) of the total fixed-price construction cost funds otherwise disbursable under this paragraph until and unless (i) the applicable governmental authority has issued to Tenant a Certificate of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups Occupancy as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required Premises; (ii) Tenant has executed and delivered to Landlord an estoppel letter in a form reasonably acceptable to Landlord which includes (but may not be paid limited to) an acknowledgment by Tenant under that Landlord is then in full compliance with the Lease Lease; (such as for review, inspection, and testingiii) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess delivers to Landlord before performing the remaining sufficient satisfactions and/or releases of notices and/or claims of lien so as to eliminate any potential for a claim or lien against Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on 's or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures Tenant's interests in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,and the underlying fee simple interest in the Premises. h.

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. “Improvement Allowance” means an allowance for amount equal to the product of $100.00 multiplied by the total rentable square footage of the Premises, which product equals $4,405,700.00. The Improvement Allowance shall be applied solely towards payment of the Improvement Costs, but specifically excluding costs of preparing the Additional Premises for Tenant’s initial occupancy (including Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant structure of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014Building. Notwithstanding the foregoing sentenceforegoing, if Tenant requests if, after payment in full of the Improvement Costs, there are unused Improvement Allowance dollars and no Event of Default, then by written notice to Landlord any received no later than the 12-month anniversary of the Commencement Date, Tenant may apply up to $440,570.00 of the Improvement Allowance unused towards the actual and reasonable, out-of-pocket, documented costs incurred by Tenant for moving to the Premises, furniture fixtures and equipment, and voice and data cabling expenses (“Reimbursable Costs”). Subject to the preceding sentence, Landlord shall reimburse Tenant up to the total Reimbursable Costs within 60 days after the full and final payment of Landlord’s Workreceipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, then evidence of payment in full by Tenant, and unconditional lien waivers (on Landlord’s form therefor). Any portion of the Reimbursable Costs for which Tenant has not submitted an invoice for reimbursement on or before the 12-month anniversary of the Commencement Date shall be deemed waived by Tenant and will not be paid to Tenant or credited against Rent. Tenant shall xxxx and tag all cabling installed by it or on its behalf by no later than Substantial Completion, and notwithstanding anything to the contrary in this Lease, shall surrender such amount(scabling with the Premises by no later than the Surrender Date. “Improvement Costs” means the sum of: (i) may be used to reimburse Tenant for its the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee (as defined in Section 10(b) below). “Planning Costs” means all actual, documented third reasonable, documented, third-party costs incurred by Tenant and directly related to the design of furniturethe Leasehold Improvements including, cabling without limitation, the professional fees of any engineers, consultants, architects, and/or space planners and other approved professionals preparing and/or reviewing the CD’s. If, as of the 12-month anniversary of the Commencement Date, any portion of the Improvement Allowance remains unused, the Improvement Allowance shall be deemed reduced by such unused amount, and Landlord shall retain such undisbursed portion of the Improvement Allowance which shall be deemed waived by Tenant fixtures in the Additional Premises and shall not be paid to Tenant, credited against Rent, or toward applied to Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,moving costs or prior lease obligations.

Improvement Allowance. Landlord shall provide Tenant with an allowance for Provided there exists no material default (beyond any applicable grace period) under the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)Lease, Landlord shall notify pay to Tenant the Twenty-second Floor Expansion Space Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (5th) day of the total fixedmonth during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-price sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACmanager, and cleaning) and contractor, architect, engineer, designer or other additional costs (such as permit feesdesignated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, infiltration and inflow charges, and inspection costs) actually Tenant shall be required to implement provide to Landlord, final lien waivers from Tenant’s Work contractor, subcontractors and other variable costs primary suppliers. Notwithstanding anything contained herein to the extent required contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to be paid by Tenant under or other designated third party until the Lease twenty-sixth (such as for review, inspection, and testing26th) shall thereafter be added to day of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowancefollowing month. In the event that Tenant’s expenditures for improvements for the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds Twenty-second Floor Expansion Space are less than the Twenty-second Floor Expansion Space Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Allowance the remaining Landlord’s Work. Except as set forth below, balance (after reimbursing Tenant shall have no right to, and Landlord shall have no obligation to fund, any for such expenditures) of the Twenty-second Floor Expansion Space Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding shall be credited against Annual Rent next coming due under the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Lease.

Improvement Allowance. Landlord shall provide Tenant with an allowance for Provided there exists no material default (beyond any applicable grace period) under the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)Lease, Landlord shall notify pay to Tenant the Twenty-first Floor Expansion Space Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (5th) day of the total fixedmonth during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-price sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACmanager, and cleaning) and contractor, architect, engineer, designer or other additional costs (such as permit feesdesignated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, infiltration and inflow charges, and inspection costs) actually Tenant shall be required to implement provide to Landlord, final lien waivers from Tenant’s Work contractor, subcontractors and other variable costs primary suppliers. Notwithstanding anything contained herein to the extent required contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to be paid by Tenant under or other designated third party until the Lease twenty-sixth (such as for review, inspection, and testing26th) shall thereafter be added to day of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowancefollowing month. In the event that Tenant’s expenditures for improvements for the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds Twenty-first Floor Expansion Space are less than the Twenty-first Floor Expansion Space Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Allowance the remaining Landlord’s Work. Except as set forth below, balance (after reimbursing Tenant shall have no right to, and Landlord shall have no obligation to fund, any for such expenditures) of the Twenty-first Floor Expansion Space Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding shall be credited against Annual Rent next coming due under the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Lease.

Improvement Allowance. Landlord Tenant shall provide Tenant with an be entitled to a one-time improvement allowance (the “Improvement Allowance ”) in the amount of Five Hundred Thousand Dollars ($500,000.00) for the costs relating to the initial design and construction of preparing the Additional Premises for Tenant’s initial occupancy improvements which are permanently affixed to the Premises (including the costs of Landlord’s Work and architectural and engineering fees“Improvements”); provided, however, that Tenant shall have the option to receive a one-time additional improvement allowance to pay for Improvement Allowance Items (the “Additional Allowance”) in an the amount not to exceed Two Million Dollars ($67,025.00 2,000,000.00). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the monthly Base Rent payable by Tenant throughout the Amortization Period(s) (as defined below) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said Amortization Period(s) based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eleven percent (11%) per annum (the “Improvement AllowanceAmortization Rent”), . The term "Amortization Period(s)” shall mean the period of time commencing on the date(s) Landlord shall notify Tenant disburses the applicable portion of the total fixed-price construction cost Additional Allowance to Tenant and ending on the New Termination Date of Landlord’s Work shown on Landlord’s Plans (the “Base Price”)Extended Term. In the event the Lease shall terminate for any reason other than a Landlord default, including mxxx-ups without limitation as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs a result of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid a default by Tenant under the terms of the Lease (such or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as for review, inspection, and testing) shall thereafter be added of the termination date pursuant to the Base Price (foregoing provisions of this Section 2.1 shall become immediately due and payable as adjusted unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Articles 11 and 13 of the Lease. In addition, in no event shall the Amortization Rent be abated for Change Orders)any reason whatsoever, including without limitation, pursuant to Articles 11 and 13 of the Lease. All costs The Improvement Allowance and the portion of the Additional Allowance so elected to be received by Tenant are sometimes collectively referred to in this paragraph shall be subject to reimbursement from herein as the Improvement Allowance"Allowances”. In the no event that the shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, amount which exceeds the Improvement Allowance, Landlord may from time Allowances and in no event shall Tenant be entitled to time require Tenant to pay such excess to Landlord before performing any credit for any unused portion of the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance Allowances not properly requisitioned used by Tenant on or before December 31by September 30, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,2009.

Improvement Allowance. Landlord shall provide Tenant with an allowance Lessor agrees to reimburse Lessee for actual costs incurred by Lessee for certain improvements made to the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) Premises, in an amount not to exceed Fifty Thousand and No/100ths Dollars ($67,025.00 50,000.00) (the “Improvement Allowance”). Lessor will not reimburse Lessee for any removable fixtures, Landlord removable equipment, or furniture. The Allowance may be used for the cost of carpeting, paint, HVAC equipment, and, if Lessee elects to make any Zappettini Investement Company alterations or improvements, preparing space plans, design and construction documents, mechanical and electrical plans, permit fees, plan check fees, construction management for such improvements, hard costs in connection with such improvements, and sales and use taxes. Following substantial completion of such improvements, Lessor shall notify Tenant pay the Allowance to Lessee within thirty (30) days following receipt by Lessor of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans following documentation (the “Base PriceReimbursement Documentation”)): (a) receipted bills covering all labor and materials expended and used in such improvements; (b) sworn contractors’ or vendors’ affidavits from the general contractor and a request to disburse from Lessee containing an approval by Lessee of the work done; (c) full and final waivers of lien; and (d) as-built plans of such improvements (if available) or copies of the final plans approved by the applicable governmental authorities. The Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, including mxxx-ups as determined hereunderLessor shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Lease, The Base Price and Lessor’s obligation to disburse shall hereafter only resume when and if such default is cured. Any alterations or improvements installed by Lessee will be subject to adjustment provisions of the Lease including Paragraph 9 of the Original Lease. Lessee shall obtain all required permits for Change Orders (if any)the improvement work and shall perform the work in compliance with all applicable laws, regulations and ordinances. Costs Lessee shall keep the Premises free from any liens arising out of Building services any work performed, materials furnished, or facilities (obligations incurred by or for Lessee. Lessee agrees to carry “Builder’s All Risk” insurance in an amount approved by Lessor covering the construction of such as electricity, HVACimprovements, and cleaningsuch other insurance as Lessor may require, it being understood and agreed that all of such improvements shall be insured by Lessee immediately upon completion thereof. Upon completion of any such improvements, Lessee shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, (ii) deliver to Lessor a complete set of copy of the “as built” plans and other additional costs (such as permit fees, infiltration and inflow chargesspecifications of the alterations, and inspection costs(iii) actually required deliver to implement Landlord’s Work Lessor copies of permits, evidence of payment, contractors’ affidavits and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment waivers of Landlord’s Workall liens for labor, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises services or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,materials.

Improvement Allowance. Landlord (a) Sublandlord shall provide Tenant with an allowance reimburse Subtenant for the costs up to $210,225 (being $37.50 per square foot of preparing rentable area of the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesPremises) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) of the total fixed-price construction cost Cost of LandlordSubtenant’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if anyhereinafter defined). Costs Subtenant shall pay the amount by which the Cost of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement LandlordSubtenant’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from exceeds the Improvement Allowance. In The Improvement Allowance shall be paid out to Subtenant based upon ninety percent (90%) of the event that value of the total fixed price work for which payment is requested (i.e., the value of Landlordsuch work prior to application of any retainage provided for in Subtenant's contract with Subtenant's Contractor) to reimburse Subtenant for the Cost of Subtenant’s Work (as determined hereunder), together with Work. Prior to the payment of any related costs reasonably estimated by Landlord, exceeds portion of the Improvement Allowance, Landlord may Subtenant shall deliver, or shall cause to be delivered to Sublandlord evidence that the work for which reimbursement is then being requested has been performed and paid for by Subtenant, which evidence shall include executed lien waivers, architect’s certificates, contractor’s statements, and owner’s statements covering the work for which reimbursement is requested from time to time require Tenant time. Sublandlord covenants that it will make disbursements of the Improvement Allowance within thirty (30) days after receiving the foregoing required documentation. At Subtenant's election, payments out of the Improvement Allowance shall be made by Sublandlord directly to Subtenant's Contractor, in which event any lien waivers delivered to Sublandlord in connection with a request for disbursement may be conditioned upon payment. Funds paid to Subtenant from Sublandlord shall be deemed to be paid out of the Improvement Allowance until the full amount of the Improvement Allowance has been disbursed. In no event shall Sublandlord be required to make more than one disbursement of the Improvement Allowance during any single calendar month. Upon Subtenant’s completion of Subtenant’s Work and delivery to Sublandlord of final lien waivers and other evidence reasonably required by Sublandlord to confirm Subtenant’s Work has been completed and fully paid for, Sublandlord shall, promptly after written request from Subtenant, disburse to Subtenant any portion of the Improvement Allowance to which Subtenant has satisfied the requirements for disbursement but which was withheld by Sublandlord as the ten percent (10%) retainage. The Improvement Allowance shall be available to pay such excess to Landlord before performing for the remaining Landlordcost of Subtenant’s Work. Except as set forth belowWork and for so-called "soft costs", Tenant shall have no right towhich include space planning, architectural and Landlord shall have no obligation to fundengineering fees, any Improvement Allowance not properly requisitioned by Tenant on or before December 31legal fees, 2014. Notwithstanding the foregoing sentenceconstruction management fees, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full moving costs, telephone and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, computer cabling and other approved Tenant for furniture fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,and office equipment and stationery.

Improvement Allowance. Landlord Tenant shall provide Tenant with an be entitled to a one-time tenant improvement allowance for (the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees“Improvement Allowance”) in the amount of $4.00 per rentable square foot of the 3560 Xxxxxxx Premises (i.e., an amount not to exceed $67,025.00 301,504.00 based on 75,376 rentable square feet in the 3560 Xxxxxxx Premises) for the costs relating to Tenant’s improvements that are permanently affixed to the 3560 Xxxxxxx Premises (the “Improvement AllowanceImprovements”). Other than Landlord’s obligation to disburse the Improvement Allowance pursuant to this Tenant Work Letter, Landlord Tenant shall notify Tenant be responsible for all costs relating to the design and construction of the total fixed-price construction Improvements (including, without limitation, the cost of Landlord’s Work shown on Landlord’s Plans any legal compliance requirements required to comply with Laws, in the 3560 Xxxxxxx Premises, Building or Common Areas which are triggered by the Improvements, including any costs to comply with the Americans with Disabilities Act (the “Base PriceADA”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) within the 3560 Xxxxxxx Premises) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required in no event shall Landlord be obligated to implement Landlord’s make disbursements pursuant to this Tenant Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to Letter in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the a total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, amount which exceeds the Improvement Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against Rent for any unused portion of the Improvement Allowance; provided, that, so long as Tenant is not in default under the Lease or this Tenant Work Letter beyond all applicable notice and cure periods and the costs of the completed Improvements are less than the Improvement Allowance, Tenant shall be entitled to apply (“Tenant’s Application Right”) any unused portion of the Improvement Allowance towards the next successive payment(s) of Base Monthly Rent due and payable under the terms of the Lease; provided, further, that in the event Tenant fails to notify Landlord may from time in writing of Tenant’s election to time require Tenant to pay so apply any such excess to Landlord before performing unused portion of the remaining Landlord’s Work. Except as set forth belowImprovement Allowance by December 31, 2025, Tenant shall have no further right to so apply any such unused portion. All Improvements for which the Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease. If Tenant has not requested payment of any portion of the Improvement Allowance for Improvement Allowance Items (as defined below) or exercised Tenant’s Application Right by December 31, 2024, then Tenant shall not be entitled to any further payments of, and shall not have any further right to, and Landlord shall have no obligation to fund, any such portion of the Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Allowance.

Improvement Allowance. Tenant shall bear all of its costs of constructing the Initial Improvements, except that Landlord shall provide Tenant with an a construction allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) to be applied to such costs in the amount of Ten Million Three Hundred Seventy-four Thousand Two Hundred and 00/100 Dollars ($10,374,200.00) (being $100 per rentable square foot time the rentable square footage of the total fixedfloor area of the Premises set forth in Paragraph 1.4 of the Lease). The costs of such construction shall include, without limitation, engineering, space planning and architectural fees and costs incurred by Tenant for preparation of the proposed Final Plans and all working drawings and processing of applications for all governmental authorizations, approvals, licenses and permits; costs of obtaining building permits; fees of engineers, space planners, architects, attorneys and others providing professional or extra services to Tenant in connection with the construction of the Initial Improvements or the supervision of the construction; costs of Tenant identification signage; all hard construction costs incurred by Tenant for the construction of the Initial Improvements according to the Final Plans and all approved changes thereto, including, but not limited to, all labor and supervision costs, costs of all materials and supplies used in such construction, contract price for all construction work undertaken by general contractors and subcontractors, and fees, taxes or other charges levied by governmental or quasi-price governmental agencies (including, public utilities) in connection with the issuance of all approvals, licenses and permits obtained by Tenant necessary to undertake construction of the Initial Improvements; and Tenant’s general contractor’s overhead and profit. There shall be no construction management fee charged by Landlord in its review of the proposed Final Plans or in connection with the construction of the Initial Improvements. If performance or payment bonds are required by Landlord or Tenant, the party requiring such bonds shall be responsible for paying for the cost of Landlord’s Work shown on Landlord’s Plans (same. If, after completing the “Base Price”)Initial Improvements in accordance with the Final Plans, including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs the entire Improvement Allowance has not been applied by Landlord to the extent required to be paid by Tenant under the Lease (costs of completing such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s WorkInitial Improvements, then such amount(sunapplied and undisbursed portion of the Improvement Allowance shall remain the property of Landlord (and Tenant shall not be entitled to receive any portion of the same) may and Tenant shall not be used entitled to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures any further reduction or offset in the payment of monthly Base Rent or any Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,under the Lease.

Improvement Allowance. Landlord shall provide Tenant with an allowance for the costs of preparing Space Planning Allowance and the Additional Premises for Tenant’s initial occupancy Tenant Improvement Allowance (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (collectively, the “Improvement Allowance”)) for the cost of constructing Tenant’s Expansion Construction and architectural, Landlord shall notify engineering and design fees with respect thereto in amounts not to exceed the Tenant Improvement Allowance and Space Planning Allowance, as such terms are defined in Section 2 of this Amendment. All construction costs for the Premises in excess of the total fixed-price construction cost Tenant Improvement Allowance and all design costs for the Premises in excess of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price Space Planning Allowance shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid for entirely by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right toTenant, and Landlord shall have no obligation to fund, not provide any reimbursement therefor. The Improvement Allowance not properly shall be disbursed as requisitioned by Tenant on or before December 31but in no more than two (2) disbursements per month. For each disbursement, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice shall submit a requisition package to Landlord any Improvement prior to the first day of the month, with an itemization of the costs being requisitioned, a certificate by an officer of Tenant that all such costs are Allowance unused after the full Costs and final payment of Landlord’s Workhave been incurred and paid for by Tenant, then such amount(s) may be used to reimburse Tenant for its actualand appropriate back-up documentation including, documented third party costs of furniturewithout limitation, cabling and other approved Tenant fixtures in the Additional Premises or toward lien releases from Tenant’s monthly installments Contractor (in a form, reasonably approved by Landlord), paid invoices and bills. The final requisition package shall further include an executed estoppel letter under the Lease, a certificate of Annual Fixed Rent beginning on January 1Tenant’s Architect that Tenant’s Expansion Construction has been completed in accordance with the Tenant’s Plans and any Change Orders approved by Landlord, 2015,lien releases from each Tenant Contractor and all major subcontractors, a set of “as-built” plans of Tenant’s Expansion Construction certified by Tenant’s Architect or Contractor, and an original certificate of occupancy.

Improvement Allowance. Landlord shall provide to Tenant with an a tenant improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees“Allowance”) in an the amount not of up to exceed Three Hundred Fifty Thousand and No/100 Dollars ($67,025.00 350,000.00) (the “Improvement Maximum Allowance”), Landlord to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall notify be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the total fixed-price construction cost of Allowance for such trade fixture that Landlord, at Landlord’s Work shown on Landlord’s Plans option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Base PriceTenant Improvements”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph Tenant Improvements funded with the Allowance shall be subject completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to reimbursement from the Improvement Allowance. In Allocated Portion of the event that the total fixed price of Landlord’s Work Qualified Allowance (each as determined hereunderdefined below), together with any related costs reasonably estimated which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Landlord, exceeds Tenant for Tenant Improvements completed on or before the Improvement Completion Deadline (“Qualified Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord ”) divided by 13. On or before performing the remaining Landlord’s Work. Except as set forth belowCompletion Deadline, Tenant shall have no right toprovide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall have no obligation be entitled to fund, rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused Improvements which are completed after the full Completion Deadline. If and final payment to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of Landlord’s Workthe Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), then such amount(s) may Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to reimburse the Unused Allowance. Tenant shall be responsible for its actualcoordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, documented third party costs of furniture, cabling rules and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,codes.

Improvement Allowance. Landlord shall provide Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s 's initial occupancy (including the costs of Landlord’s Work 's Initial Construction and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “"Improvement Allowance”)," as such term is defined in Section 1.1 of this Lease. Landlord shall solicit bids from three (3) general contractors. Landlord shall promptly supply Tenant with such detailed information about bid requests and negotiations with contractors as Tenant may reasonably request, provided that any delays resulting from Tenant's failure to act within two (2) business days upon the information supplied to it by Landlord shall constitute a Tenant's Delay. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Any HVAC control work will not be bid. Landlord will use commercially reasonable efforts to cause the general contractor (or any bidding contractor) to identify "long lead" items or materials that will delay substantial completion of Landlord's Initial Construction beyond any dates contemplated under this Lease, and shall notify Tenant of the same promptly after such identification is made. Landlord and Tenant shall cooperate in good faith to avoid such "long lead" items or materials. If the bid to be selected hereunder is for a contract amount in excess of the Improvement Allowance, then Tenant may submit revised Tenant's Plans within three (3) Business Days following the date of Landlord's selection of the bid and submit such revised Tenant's Plans for review and approval as set forth in this Exhibit B. Upon Landlord's approval of any such revised Tenant's Plans, Landlord shall seek and obtain revised bids to be reviewed and selected as set forth in this Exhibit B. Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work 's Initial Construction shown on Landlord’s Plans such Construction Documents (the “"Base Price”"), including mxxxxxxx-ups as determined hereunder, which Base Price will not include any construction supervision or management fee to Landlord and any charges by contractors or subcontractors included therein for profit, fees, overhead, general conditions and the like shall not exceed market contractors' fees for such items charged by contractors performing comparable construction projects in the Boston, Massachusetts "Metro-West" area. The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities () if such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid Change Orders are approved by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders)Tenant. All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work 's Initial Construction (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Landlord's Initial Construction. Any amount by which the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding is greater than the foregoing sentence, if Tenant requests by written notice Base Price shall be credited to Landlord any Improvement Allowance unused after the full and final Tenant's payment of Landlord’s WorkRent next due or, then such amount(s) at Tenant's written election, may be used utilized to reimburse Tenant for its actual, documented Tenant's third party costs incurred in connection with preparing the Premises for Tenant's occupancy (including, but not limited to, any Tenant Work performed pursuant to this Lease, or for the purchase of furniturefurniture or other equipment, cabling installation of wiring or cabling, signage costs, moving expenses, consultants or legal fees, or other costs associated with this Lease or Tenant's occupancy of the Premises). Such a reimbursement of the unutilized Improvement Allowance shall be made by Landlord to Tenant within thirty (30) days following the date on which Tenant provides invoices to Landlord demonstrating Tenant's costs and other approved Tenant fixtures expenses. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be responsible to perform and pay for (without inclusion in Landlord's Operating Expenses and without deduction from the Additional Premises or toward Tenant’s monthly installments Improvement Allowance) the following: (x) Building standard blinds in good working order on all exterior windows in place as of Annual Fixed Rent beginning on January 1the Term Commencement Date, 2015,(y) Building standard HVAC system in place and all existing VAV boxes in good working order as of the Term Commencement Date and (z) all life safety systems required by state and local code as of the Term Commencement Date in place and in good working order as of the Term Commencement Date.

Improvement Allowance. Landlord shall provide agrees to credit Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed Twenty-Five Dollars ($67,025.00 25.00) per rentable square foot which is equal to a total of Eight Hundred Thirty-Four Thousand, Seventy-five and 00/100 Dollars ($834,075) which shall be applicable to the “cost of all Tenant Improvements ("Improvement Allowance”"). Except as specifically provided below with regard to Landlord's agreement to fund certain "Excess Costs" subject to Tenant's obligation to make certain monthly payments in respect thereof, Landlord's total financial obligation with respect to the purchase, construction, and installation of the Tenant Improvements or any other improvements to the Premises shall be limited solely to the Improvement Allowance (and any financial obligations which flow from any breach of Landlord's obligation to perform punch list work hereunder), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups and except as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to specifically set forth in this paragraph Lease, Tenant shall be subject to reimbursement from solely responsible for any and all such costs in excess of the Improvement Allowance. In Landlord agrees that Tenant may allocate up to $5,000 of the event that Improvement Allowance to pay for demolition of certain asphalt areas of the total fixed price parking lot adjacent to the Premises and the installation of Landlord’s Work landscaping therein, as approved by Landlord in its reasonable discretion, which for purposes of this provision shall be deemed to constitute Tenant Improvements under the Lease. For purposes of this Exhibit B, the cost of all Tenant Improvements shall mean any and all costs associated with the design and construction of the Tenant Improvements (exclusive of Base Building Improvements, as determined hereunderhereafter provided), together with including the cost of all labor, services and materials necessary to design, permit, inspect and construct the Premises. Without limitation, the foregoing shall include all architectural and engineering fees and costs, utility fees, tap fees, systems development charges, fixture fees, fees and costs for preparation of mechanical, electrical and plumbing (MEP) drawings, inspection fees, construction management fees provided for herein, and contractor profits, whether any related costs reasonably estimated by of the foregoing were furnished to, or by, Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, whether any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding of the foregoing sentence, if Tenant requests were paid by written notice Landlord prior to Landlord any Improvement Allowance unused or after Lease execution or prior to or after the full and final payment commencement of Landlord’s Work, then such amount(s) may be used to reimburse construction of the Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Improvements.

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “this Exhibit. The Improvement Allowance”), Landlord Allowance shall notify Tenant be applied solely towards payment of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”)Improvement Costs, including mxxx-ups as determined hereunderand, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except except as set forth below, Tenant specifically excluding costs for Tenant’s Equipment, cabling, moving, utilities, and movable furniture, fixtures, or equipment that has no permanent connection to the structure of the Building; provided, however, the Base Building Allowance shall have no right tobe applied solely to Improvement Costs related to the Base Building Improvements (and not to any costs related to the Leasehold Improvements). If, as of the 6-month anniversary of the Commencement Date, then except as set forth in the following sentence, any portion of the Improvement Allowance remains unused, the Improvement Allowance shall be deemed reduced by such unused amount, and Landlord shall have no obligation to fund, any retain such undisbursed portion of the Improvement Allowance not properly requisitioned which shall be deemed waived by Tenant on and shall not be paid to Tenant, credited against Rent, or before December 31, 2014applied to Tenant’s moving costs or prior lease obligations. Notwithstanding the foregoing sentenceforegoing, if Tenant requests if, after payment in full of the Leasehold Improvements and no outstanding monetary Event of Default, there are unused Improvement Allowance dollars, then by written notice to Landlord any received no later than the 6-month anniversary of the Commencement Date, Tenant may apply up to $243,191.00 of the Improvement Allowance unused towards the actual and reasonable, out-of-pocket, documented costs incurred by Tenant for moving to the Premises, and signage and voice and data cabling expenses (“Reimbursable Costs”) provided, and notwithstanding anything to the contrary in the Lease, Tenant may not remove from the Premises any of the items purchased with such funds, and all of Tenant’s right, title, and interest in and to such items purchased shall automatically be conveyed to Landlord on the Surrender Date. Subject to the preceding sentence, Landlord shall reimburse Tenant up to the total Reimbursable Costs within 30 days after the full and final payment of Landlord’s Workreceipt of an invoice therefor (no more frequently than once per month) together with reasonable supporting documentation, then such amount(s) may evidence of payment in full by Tenant, and unconditional lien waivers (on Landlord’s form therefor). Any portion of the Reimbursable Costs for which Tenant has not submitted an invoice for reimbursement on or before the 6-month anniversary of the Commencement Date shall be used deemed waived by Tenant and will not be paid to reimburse Tenant for or credited against Rent. Tenant shall xxxx and tag all cabling installed by it or on its actualbehalf by no later than Substantial Completion, documented third party costs of furniture, cabling and other approved Tenant fixtures notwithstanding anything to the contrary in the Additional Lease, shall surrender such cabling with the Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,by no later than the Surrender Date.

Improvement Allowance. Landlord shall provide make available to Tenant a tenant improvement allowance of up to $77,050 (the “Allowance”). Tenant may use all or any portion of such amount for Improvements (as hereinafter defined) at either the Building or the Other Building. As used herein, “Improvements” mean (i) construction of improvements at the Building (or, if applicable, the Other Building) desired by and to be performed by Tenant (subject to Landlord’s supervision) and which improvements shall be of a fixed and permanent nature, and/or (ii) cosmetic improvements at the Building (or, if applicable, the Other Building) such as carpeting and painting. Tenant acknowledges and agrees that (i) Landlord’s prior written consent shall be required with an allowance respect to the Improvements and that it shall be reasonable for Landlord to withhold its consent to any improvements which Landlord considers not to be substantially reusable after the expiration of the Term of the Lease, and (ii) upon the expiration of the Term of the Lease, the Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Allowance, Tenant shall be solely responsible for all of the costs of preparing the Additional Premises for Tenant’s initial occupancy (including Improvements. The Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Lease. Landlord shall notify have the right to review and approve all contracts entered into by Tenant in connection with the Improvements including, without limitation, the provisions in such contracts dealing with insurance, indemnity and lien waivers. Landlord shall not unreasonably delay its review and approval of such contracts. Landlord shall fund the Allowance upon completion of the total fixed-price Improvements and upon presentation to Landlord of a draw request containing unconditional lien waivers and such other documents as are customary required by Landlord or its affiliates for construction cost projects. Promptly following completion of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject Improvements and prior to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated funding by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, provide to Landlord: (i) sworn statements setting forth the names of all contractors and Landlord shall have no obligation to fund, any Improvement subcontractors who did the work on the Improvements; and (ii) “as built” plans for the Improvements. Any portion of the Allowance not properly requisitioned used by Tenant on or before by December 31, 2014. Notwithstanding the foregoing sentence2009, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may shall be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,forfeited.

Improvement Allowance. Provided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”) in an amount up to Two Hundred Ninety-Five Thousand One Hundred Ten Dollars ($295,110.00) (or Thirty Dollars ($30.00) per rentable square foot of the Premises) to be applied solely to the Construction Costs (hereinafter defined), Landlord shall notify Tenant of except as otherwise expressly permitted herein. Notwithstanding the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans foregoing (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaninga) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, in whole or in part, may be used by the Tenant to pay for (i) Tenant’s lease termination costs under its current lease, and (ii) costs incurred by Tenant in connection with relocating Tenant’s equipment, furniture and personal property to the Premises, and (b) in no event shall Tenant expend more than Ninety-Eight Thousand Three Hundred Seventy Dollars ($98,370.00) (or Ten Dollars ($10.00) per rentable square foot of the Premises) of the Improvement Allowance on costs associated with the purchase and installation of Tenant’s furniture, data and voice wiring, telecom systems and logo signage. Construction Costs shall be disbursed by Landlord may from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time require time, but not more often then once per calendar month, requests for direct payments to third parties, of or for reimbursement to Tenant to pay for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such excess other information as Landlord reasonably requires. Provided Tenant delivers to Landlord before performing the remaining Landlord’s Work. Except an approved draw request, prepared as set forth belowabove, Tenant shall have no right to, and Landlord shall have pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no obligation event shall Landlord be obligated to fundpay, in the aggregate, an amount in excess of eighty percent (80%) of the Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises; (B) Tenant’s execution and delivery to Landlord of the Declaration attached to the Lease as Exhibit B; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to Landlord of all receipts, invoices or other documentation reasonably necessary to substantiate all costs payable by Landlord hereunder. If Tenant does not expend all of the Improvement Allowance for Construction Costs as permitted hereunder within twelve (12) months of execution of the Lease, any unused portion of the Improvement Allowance not properly requisitioned so used shall be retained by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,.

Improvement Allowance. Provided that Tenant is not then in default under the Lease beyond the expiration of any applicable notice and grace periods, Landlord shall provide Tenant with an improvement allowance of Sixty Five Thousand and 00/100 Dollars ($65,000.00) (the "Improvement Allowance"), for actual, verifiable, out-of-pocket Construction Costs (as hereinafter defined) incurred by Tenant for the Tenant Improvements. At least Thirty Thousand and 00/100 Dollars ($30,000.00) of the Improvement Allowance must be used for the Mechanical Expenses (the “HVAC Portion of the Allowance”). The "Construction Costs" shall be deemed to mean and include only the following costs incurred by Tenant in completion of preparing the Additional Premises Tenant Improvements: (1) all hard costs and expenses pertaining to the completion of the Tenant Improvements, including, but not limited to, parts and supplies, mechanical units, and costs charged by suppliers, contractors, subcontractors and other parties for Tenant’s initial occupancy materials and labor, (including the costs of Landlord’s Work and 2) architectural and engineering fees, and (3) in an amount not to exceed $67,025.00 (costs of permits, licenses and other governmental approvals required for the “Improvement Allowance”), Landlord shall notify Tenant performance of the total fixed-price construction cost Tenant Improvements. The HVAC Portion of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price Allowance shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Landlord to Tenant under within fourteen (14) days after Landlord’s receipt and approval of applicable purchase orders for the Lease (such as for review, inspection, and testing) shall thereafter be added to Mechanical Expenses. The balance of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph Improvement Allowance shall be subject paid by Landlord to reimbursement from Tenant within fourteen (14) days after Landlord’s receipt and approval of the applicable purchase orders therefor. Tenant shall be solely and exclusively responsible for all Construction Costs which exceed the amount of the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with Allowance and any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved completing the Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Improvements that do not qualify as Construction Costs.

Improvement Allowance. Provided Tenant is not in default of the Lease, Landlord shall agrees to provide to Tenant with an allowance for (the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees"Improvement Allowance") in an amount up to Six Hundred Fifty-Five Thousand Seven Hundred Sixty-Nine and 84/100 Dollars ($655,796.84) (or Eight and 66/100 Dollars ($8.66) per rentable square foot of the Premises) to be applied solely to the Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to exceed $67,025.00 third parties, of or for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the “Improvement Allowance”)costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall notify Tenant pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to make more than one (1) such payment in any calendar month). Notwithstanding the foregoing, in no event shall Landlord be obligated to pay, in the aggregate, an amount in excess of ninety percent (90%) of the total fixed-price Improvement Allowance until satisfaction of the following conditions: (A) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction cost of Landlord’s Work shown on Landlord’s Plans the Tenant Improvements; and (the “Base Price”)B) Tenant's delivery to Landlord of all receipts, including mxxx-ups as determined invoices or other documentation necessary to substantiate all costs payable by Landlord hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs If Tenant does not expend all of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In Allowance for Construction Costs as permitted hereunder on or before the event that date which is twelve (12) months after the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fundCommencement Date, any unused portion of the Improvement Allowance not properly requisitioned so used shall be retained by Tenant on or before December 31, 2014Landlord. Notwithstanding the foregoing sentenceforegoing, if Tenant requests may elect to use all or any portion of the unused Improvement Allowance to defray Annual Base Rent payable by Tenant pursuant to the Lease, provided that Tenant gives written notice to Landlord of Tenant's election to utilize such credit at least sixty (60) days prior to the due date of any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments installment of Annual Fixed Base Rent beginning on January 1, 2015,for which Tenant elects to use such credit.

Improvement Allowance. Landlord LESSOR shall provide Tenant with pay to LESSEE an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy “Improvement Allowance” (including the costs of Landlord’s Work and architectural and engineering feesherein so called) in an amount not equal to the amount by which Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000) exceeds the actual costs incurred by LESSOR in completing LESSOR’S Work; provided, however, for purposes hereof the cost incurred by LESSOR in completing LESSOR’S WORK shall in no event be deemed to exceed $67,025.00 the Budget Amount (as defined below) and no individual component of LESSOR’S Work shall be deemed to exceed the Budget Amount therefor. The Improvement Allowance, less a reserve for the anticipated cost for completing the Punchlist Items, shall be paid by LESSOR to LESSEE within fifteen (15) days following LESSEE’S delivery to LESSOR of the final list of Punchlist Items. Within fifteen (15) days following completion of the Punchlist Items, LESSOR shall pay to LESSEE the unused portion, if any, of the reserve for Punchlist Items. As used herein, the “Budget Amount” shall mean the amount set forth on Exhibit “B” as the amount budgeted for the completion of LESSOR’S WORK and the amount budgeted for each individual component of LESSOR’S Work; provided, however, in the event LESSEE requests any changes to the scope of LESSOR’S Work set forth on Exhibit “B”, LESSOR and LESSEE shall mutually agree to a revised budgeted amount (the “Improvement AllowanceNew Budget Amount”)) based upon the additions or deletions, Landlord as applicable, requested by LESSEE to the scope of LESSOR’S Work. LESSEE shall notify Tenant reimburse LESSOR for the amount of the New Budget Amount which exceeds Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000). Following the completion of LESSOR’S WORK, LESSOR shall provide to LESSEE copies of all invoices for LESSOR’S Work evidencing the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement AllowanceLESSOR’S Work. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds addition to the Improvement Allowance, Landlord LESSOR acknowledges that LESSEE is negotiating with certain governmental and quasi-governmental authorities for certain incentives (the “Incentives”) for relocating LESSEE’S distribution business to the City of Franklin, Xxxxxxx County, Kentucky. A portion of the Incentives may from time be paid in the form of a reimbursement for certain of the costs incurred by LESSOR in completing certain portions of LESSOR’S Work. LESSOR acknowledges and agrees that all such Incentives shall belong to time require Tenant LESSEE and in the event any of the Incentives are paid to LESSOR, such Incentives shall immediately be paid by LESSOR to LESSEE. The Incentives shall be in addition to the Improvement Allowance payable by LESSOR to LESSEE hereunder and in no event shall the Incentives reduce the amount of the Improvement Allowance payable by LESSOR to LESSEE. If LESSOR fails to pay such excess the Improvement Allowance or any portion of the Incentives paid to Landlord before performing the remaining Landlord’s Work. Except LESSOR as set forth above, then the unpaid portion thereof shall accrue interest at the Default Rate (as defined below) until paid and, Tenant shall have no right toin addition to all other remedies available to LESSEE hereunder as the result of a default by LESSOR, at LESSEE’s option, LESSEE may offset the unpaid portion thereof, and Landlord all interest accrued thereon, against the rent payable hereunder. As used herein, the “Default Rate” shall have no obligation mean the rate of interest equal to fund, any Improvement Allowance not properly requisitioned the lesser of (i) the maximum rate permitted by Tenant on law or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s(ii) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,fifteen percent (15%) per anum.

Improvement Allowance. Landlord shall provide Tenant with an be responsible for (i) bearing all costs and expenses of completing the Landlord’s Work up to a maximum amount equal to $30.00 per Rentable Square Foot of space in the Premises (less any areas within the Premises which are to be improved by Landlord as part of the construction of the Building, such as the elevator lobby areas, restrooms, telephone and electrical rooms, janitorial closets, stairwells, and elevators), plus (ii) up to a maximum amount of $1.00 per Rentable Square Foot of space in the Premises (less any areas within the Premises which are to be improved by Landlord as part of the construction of the Building, such as the elevator lobby areas, restrooms, telephone and electrical rooms, janitorial closets, stairwells, and elevators) as a cabling allowance for toward the costs cost of preparing the Additional Premises installing cabling for Tenant’s initial occupancy (including communication and computer needs. The amount to be paid by Landlord pursuant to the preceding sentence is referred to herein as the “Allowance”. All costs and expenses of Landlord’s Work and architectural and engineering fees) Tenant’s cabling in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant excess of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph Allowance shall be subject to reimbursement from Tenant’s sole responsibility and expense and shall be payable in accordance with the Improvement Allowance. In the event that the total fixed price provisions of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014this Paragraph 5. Notwithstanding the foregoing sentenceforegoing, Landlord and Tenant acknowledge that during the course of their lease negotiations, they originally discussed locating the Premises on the seventh and part of the sixth floors of the Building. In recognition of this fact, Landlord agrees to bear any additional costs or expenses of building out the Premises in excess of the cost that would have been incurred if the Premises had been on the seventh and part of the sixth floor as originally discussed, and such amount will not be deducted from the Allowance. Furthermore, if Tenant requests by written notice the pending transaction for the upper floors of the Building terminates or is abandoned prior to Landlord any Improvement Allowance unused after the full and final payment commencement of Landlord’s Work, then the Premises will revert back to the seventh and sixth floors as originall y discussed and Landlord and Tenant shall execute an appropriate amendment to this Lease reflecting such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,change.

Improvement Allowance. Landlord Upon full execution of this Amendment and provided that Tenant is not then in default under the Original Lease or this Amendment, Tenant shall provide be entitled to a tenant improvement allowance (the “Tenant with an allowance Improvement Allowance”) in the amount of up to, but not exceeding $1,041,550.00 (i.e. $25.00 per rentable square foot of the Premises) for the costs relating to the design and construction of preparing additional Tenant improvements to the Premises (“Additional Premises Tenant Improvements”). The Tenant Improvement Allowance shall be available for Tenant’s initial occupancy use as follows: up to twenty-five percent (including 25%) during the costs first year of Landlord’s Work the Lease Extension Term, up to fifty percent (50%) during the second year of the Lease Extension Term, and architectural and engineering feesup to one hundred percent (100%) in an amount not during the third year of the Lease Extension Term. Tenant may use up to exceed $67,025.00 208,310.00 of the Tenant Improvement Allowance (i.e. $5.00 per rentable square foot of the Premises) (the “Improvement Limited Allowance”)) for the purchase of furniture, Landlord shall notify fixtures or equipment for use in the Premises. Additionally, if Tenant becomes a publicly traded company through an initial public offering and provided Tenant is not then in default under the Original Lease or this Amendment, (1) Tenant may use the Limited Allowance, if any, as an offset against Base Rent as it becomes due, and (2) one hundred percent (100%) of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price Tenant Improvement Allowance shall hereafter be subject available to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders)immediately following its public offering. All costs referred to in this paragraph Additional Tenant Improvements shall be subject to reimbursement from Article 8 of the Original Lease. Disbursement of the Tenant Improvement AllowanceAllowance shall be made pursuant to Section 2.2 of Exhibit D to the Original Lease, except that Tenant may also use a portion of the Tenant Improvement Allowance for the cost of its Back-Up Generator and related installation fees. In the event that Tenant does not utilize any portion of the total fixed price Tenant Improvement Allowance within forty-eight (48) months from the commencement of Landlord’s Work (as determined hereunder)the Term Extension Commencement Date, together with any related costs reasonably estimated by Landlord, exceeds including the Improvement Limited Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, forfeit any remaining portion of the Tenant Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice that would be otherwise due to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,.

Improvement Allowance. Within fifteen (15) days following the Commencement Date, Landlord shall provide pay to Tenant with an allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 450,000.00 (the “Improvement Allowance”). Exhibit “B” EXHIBIT C RENEWAL OPTIONS RENEWAL OPTION Tenant is hereby granted two (2) five (5) year options to renew the Lease (each a “Renewal Option”). If the Tenant desires to exercise a Renewal Option, it shall so notify the Landlord, in writing, not later than the date which is twelve (12) months prior to the then current expiration date of the Term. Such notice shall only be effective if delivered at a time when the Tenant is not in Default under the Lease. Within thirty (30) days following its receipt of Tenant’s notice of its desire to exercise a Renewal Option, given at the time and in the manner provided above, Landlord shall notify prepare and transmit to Tenant an appropriate amendment to this Lease extending the Term for five (5) years (each, a “Renewal Term”) and specifying (i) Landlord’s estimate of the total fixed-price construction cost Minimum Annual Rent for the Premises during the Renewal Term, which will be consistent with the base rental rate then being offered to and accepted by other tenants of Landlord’s Work shown on Landlord’s Plans comparable size and location expanding or renewing leases in the same geographic region as the Building, as reasonably determined by Landlord and evidenced by recent transactions which shall be disclosed to Tenant (the “Base PriceMarket Rent”), including mxxx-ups and (ii) that all other terms and conditions during the Renewal Term are the same as determined hereunderthose during the Term, The Base Price shall hereafter be subject to adjustment except for Change Orders (if any). Costs of Building services or facilities (such as electricityany tenant improvement allowances, HVACtermination rights, expansion rights, and cleaningrenewal rights. If Tenant disagrees with Landlord’s estimation of the Market Rent, it must so notify Landlord in writing within twenty (20) days of Tenant’s receipt thereof and specify Tenant’s estimation of the Market Rent. If the parties are unable to agree on the Market Rent for the Renewal Term within twenty (20) days following Landlord’s receipt of Tenant’s estimation of Market Rent, Tenant may elect in writing to (x) promptly enter into binding arbitration in accordance with the provisions of Section 2 of this Exhibit D or (y) revoke its election to exercise the Renewal Option, in which case Tenant shall have no further rights under this Exhibit D (and Tenant’s exercise of the Renewal Option shall be of no force in effect) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required Landlord may lease the Leased Premises to implement Landlord’s Work and other variable costs to a third party free of the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in provisions of this paragraph shall be subject to reimbursement from the Improvement Allowance. Exhibit D. In the event that Tenant does not revoke its exercise of the total fixed price Renewal Option and shall fail for any reason to execute and deliver the lease amendment within twenty (20) days of the determination of Market Rent (whether by agreement of the parties or by arbitration as provided below), or if Tenant shall be in Default under the Lease at the commencement date of the Renewal Term, then in either such event, at Landlord’s Work (as determined hereunder)option, together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments purported exercise of Annual Fixed Rent beginning on January 1, 2015,its Renewal Option shall be of no force or effect and the Renewal Option shall become null and void. The Renewal Option is personal to the Tenant first named in this Lease and shall not inure to the benefit of any assignee or subtenant.

Improvement Allowance. Landlord shall provide hereby grants Tenant with an improvement allowance for in the costs amount of preparing $5.00 per rentable square foot of the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesi.e., $148,070.00) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify ) to be used by Tenant in connection with the construction of the total fixed-price construction cost alterations and refurbishment of Landlord’s Work shown on Landlord’s Plans improvements (the “Base PriceImprovements”)) in the Premises. The Improvement Allowance shall not be used by Tenant for any moving or relocation expenses, including mxxx-ups as determined hereunderfurniture or fixtures, The Base Price or personal property. Any Improvements shall hereafter be subject to adjustment for Change Orders (if any). Costs made by Tenant in accordance with the terms of Building services or facilities (such as electricity, HVACSection IX C of the Office Lease, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the terms of Section VIII of the Office Lease. Landlord shall disburse the Improvement Allowance. In Allowance to Tenant following the event that completion of the total fixed price of Improvements, and in accordance with Landlord’s Work (as determined hereunder)reasonable and customary disbursement procedures, together with any related which include the requirement that Tenant provide invoices and other evidence of the costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right toincurred, and applicable lien waivers and releases. Notwithstanding the foregoing, (i) Landlord shall have no obligation to fund, any pay the Improvement Allowance to Tenant until after January 1, 2011, and (ii) any amount of the Improvement Allowance that has not properly requisitioned by Tenant been allocated or disbursed on or before December 31, 2014. Notwithstanding the foregoing sentence2011, if Tenant requests by written notice shall revert to Landlord any and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to the Sublease Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used actual out-of-pocket fees paid by Landlord to reimburse Tenant for its actual, documented third party costs consultants or service providers which Landlord determines reasonably necessary to facilitate its review and approval of furniturethe Improvements. Except as expressly provided above, cabling and other approved Tenant fixtures in Landlord shall not be obligated to provide or pay for any improvement work or services related to the Additional Premises or toward Tenant’s monthly installments improvement of Annual Fixed Rent beginning on January 1, 2015,the Premises.

Improvement Allowance. Landlord shall provide the Improvement Allowance to Tenant in accordance with this Exhibit. “Improvement Allowance” means an allowance amount equal to the sum of: (A) the product of $65.00 multiplied by the Rentable Floor Area of the Initial Premises and the First Must-Take Premises, plus (B) the product of $55.50 multiplied by the Rentable Floor Area of the Second Must-Take Premises. The Leasehold Improvements in the First Must-Take Premises and the Second Must-Take Premises shall be consistent with the Leasehold Improvements in the Initial Premises, and completed prior to Tenant occupying the First Must-Take Premises and the Second Must-Take Premises, as applicable, for business. Except as may be expressly provided to the contrary in this Exhibit, the Improvement Allowance shall be applied solely towards payment of the Improvement Costs (specifically excluding furniture, fixtures, equipment, and/or data cabling). “Improvement Costs” means the sum of: (i) the Planning Costs; (ii) the Construction Costs; and (iii) Construction Management Fee and any of the following (which may be included in the respective definitions for the costs three foregoing defined terms) to be used for and in connection with (a) the purchase, installation and construction of preparing the Additional Premises for Tenant’s initial occupancy Leasehold Improvements, (including the costs of Landlord’s Work and b) space planning, architectural and engineering feesexpenses related to Leasehold Improvements, (c) in an amount plan review, permits, inspections and other governmental requirements and approvals relating to Leasehold Improvements, (d) construction management services relating to Leasehold Improvements (not to exceed $67,025.00 (5% of the “Improvement Allowance”Costs exclusive of the construction management fees), Landlord shall notify Tenant and (e) any and all costs, expenses, fees and charges incurred in connection with Leasehold Improvements and/or the items described in (a) through (e) in this sentence (specifically excluding furniture, fixtures, equipment, and/or data cabling). Notwithstanding the foregoing, no more than $4.50 multiplied by the Rentable Floor Area of the total fixedPremises (including without limitation, the First Must-price construction cost Take Premises and the Second Must-Take Premises) of Landlordthe Improvement Allowance may be applied against architectural fees. If, as of the 9-month anniversary of the Commencement Date, any portion of the Improvement Allowance remains unused for any reason under Tenant’s Work shown on Landlord’s Plans (control, the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph Improvement Allowance shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated deemed reduced by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right tounused amount, and Landlord shall have no obligation to fund, any retain such undisbursed portion of the Improvement Allowance not properly requisitioned which shall be deemed waived by Tenant on and shall not be paid to Tenant, credited against Rent, or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice applied to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,moving costs or prior lease obligations.

Improvement Allowance. Landlord shall Sublessor will provide Tenant to Sublessee an allowance equal to $250,000 (the "Improvement Allowance") solely for improvements to the Premises consisting generally of improvements to the mechanical systems of the building located on the Premises and various modifications to the lab and office portions of the Premises to accommodate Sublessee's use, subject to Sublessee obtaining all approvals and consents required under the Master Lease and this Sublease and otherwise complying with an all of the requirements therein. The Improvement Allowance will be from the improvement allowance for the costs of preparing Premises pursuant to the Additional Premises for Tenant’s initial occupancy (including Fourth Amendment to Master Lease. Sublessor represents to its actual knowledge that the costs of Landlord’s Work and architectural and engineering fees) in an full amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant of the total fixed-price construction Improvement Allowance is available under the Master Lease for the improvements to be made by Sublessee. Sublessor's payment of any such Improvement Allowance shall be conditioned upon Sublessee's compliance with all of the terms and conditions of Paragraph 6 under the Fourth Amendment to Master Lease between Sublessor and Landlord dated February 26, 1997. Sublessor shall pay to Sublessee such allowance after (i) Sublessee has satisfied all requirements in Paragraph 6 of the Fourth Amendment to Master Lease for reimbursement by Landlord of the cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs the improvement allowance described in the Fourth Amendment to Master Lease) of Building services or facilities (such as electricity, HVACimprovements to the Premises, and cleaning(ii) and other additional costs (Sublessor has obtained payment of such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement allowance from Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, If Landlord may from time to time require Tenant breaches its obligation to pay such excess allowance, Sublessor shall provide all necessary assistance and cooperation to Sublessee (at no material cost or liability to Sublessor) to enforce Sublessor's rights under the Master Lease to compel performance by Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then pay such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,allowance.

Improvement Allowance. Landlord agrees that it shall provide Tenant with an allowance pay to Tenant, for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant each of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (four Phases and the “Base Price”)Expansion Premises, including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, subject to the terms of this Section 17.2.2. As of the Effective Date, Landlord shall make available to Tenant up to Five and 00/100 Dollars ($5.00) of the Improvement Allowance for each Phase, which may be used towards Tenant’s architectural, engineering and legal costs, which amount shall be paid to Tenant within thirty (30) days of Landlord’s receipt of Tenant’s written request therefor, as evidenced by bills and invoices in detail reasonably satisfactory to Landlord. The remaining Improvement Allowance for each Phase and the Expansion Premises, as applicable, shall be available to Tenant commencing sixty (60) days prior to the date Landlord delivers each Phase of the Premises to Tenant or the Expansion Premises, as applicable, and monthly thereafter, Landlord shall make progress payments to Tenant in an amount equal to the costs incurred by Tenant in performing Tenant’s Improvements (less any sums previously provided by Landlord as set forth above) from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth belowtime, Tenant which shall have no right include both hard construction costs and soft construction costs (including, but not limited to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling fixtures, equipment, moving costs, cabling, telecommunications equipment, phones, and other approved Tenant fixtures in the Additional Premises or toward consultant fees), as certified by Tenant’s monthly installments architect, and upon written request by Tenant, as evidenced by bills and invoices in detail reasonably satisfactory to Landlord, provided that any such progress payments shall not include the ten percent (10%) retention amount to be withheld from Tenant’s general contractor or its subcontractors, and further, that at the time of Annual Fixed Rent beginning on January 1, 2015,such request and scheduled payment:

Improvement Allowance. Landlord shall provide Tenant with an allowance for a. Subject to the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant Section 55 of the total fixed-price construction cost Service Agreement, Service Provider shall contribute the Improvements Costs Allowance towards the Improvement Costs in accordance with the terms of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, this Section. The Base Price Generator Allowance shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs applied directly to the extent required to Generator Costs incurred by Service Provider. All Improvement Costs incurred by Service Provider shall be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement AllowanceCosts Deposit, as such costs are incurred. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, Improvement Costs Allowance exceeds the Improvement AllowanceCosts, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant Customer shall have no right toclaim against Service Provider for such excess, except as provided below. In the event the Improvement Costs exceed the Improvement Costs Allowance, Customer shall pay to Service Provider such excess amount within ten (10) days after Customer’s receipt of Service Provider’s invoice for same. In no event shall Service Provider be obligated to expend more than the Improvement Allowance. After Substantial Completion of the Initial Improvements has occurred, and Landlord the final determination of the Improvement Costs has been made by Service Provider, if the Improvement Costs are less than the Improvement Costs Allowance, then any unused portion of the Improvement Costs Allowance may be used by Customer as a reimbursement for Customer’s costs incurred in installing Supplemental HVAC Equipment in the Premises (“Customer’s HVAC Costs”). The election by Customer to use any unused portion of the Improvement Costs Allowance for Customer’s HVAC Costs shall have be made by Customer no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before later than December 31, 20142009 (the “Allowance Expiration Date”). Notwithstanding Any requested reimbursement of Customer’s HVAC Costs shall be made by Service Provider within thirty (30) days following Service Provider’s receipt of documentation reasonably acceptable to Service Provider reflecting the foregoing sentenceamount of Customer’s HVAC Costs, if Tenant requests provided that such documentation is received by written notice Service Provider prior to Landlord any the Allowance Expiration Date. Any portion of the Improvement Allowance remaining unused after the full and final payment of Landlord’s Work, then such amount(s) may Allowance Expiration Date shall be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,retained by Service Provider.

Improvement Allowance. Landlord Tenant shall provide Tenant Landlord with an allowance for a breakdown of the costs estimated total cost of preparing the Additional Premises for Tenant’s initial occupancy Improvements (including “Cost Breakdown”), including, without limitation: construction cost of the costs of Landlord’s Work and Improvements; architectural and engineering fees relating to the preparation and review of the space Plan and the Plans (inclusive of the initial space Plan and all design work above and below the ceiling); governmental agency plan check, permit and other fees; sales and use taxes; testing and inspection costs; and construction fees (including general contractor’s overhead and supervision fees and the construction supervisory fee referred to in Section 3.6 hereof). Landlord hereby grants to Tenant an allowance of up to Ten and 00/100 Dollars ($10.00) per square foot of space in an amount not to exceed the Premises (i.e., 29,433 square feet multiplied by $67,025.00 10.00 = $294,330.00) (the “Improvement Allowance”) for Tenant to construct the tenant improvements (“Improvements”). The Improvement Allowance shall be disbursed to Tenant not more frequently than once per month based on disbursement requests submitted by Tenant to Landlord and certified by Tenant’s architect. Such disbursement request shall set forth the total amount incurred, Landlord shall notify Tenant expended and/or due for each requested item less prior disbursements and a description of the total fixed-price work performed, and materials supplied and/or costs incurred or due with respect to each item for which disbursement is requested. Each such disbursement request shall be accompanied by invoices, vouchers, statements, affidavits, payroll records and/or other documents reasonably requested by Landlord, which substantiate costs incurred to justify such a disbursement, together with lien waivers for those contractors and materialmen providing construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricitymaterials. In addition, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph each disbursement shall be subject to reimbursement from the Improvement Allowanceinspection and approval of completed work by Landlord’s construction engineer. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, Cost Breakdown exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have pay from another source of funds the amount by which the Cost Breakdown exceeds the Improvement Allowance prior to any disbursement of the Improvement Allowance by Landlord. If the actual cost of the Improvements does not exceed the Improvement Allowance, the unused portion of the Improvement Allowance shall not be paid or refunded to Tenant or be available to Tenant as a credit against any obligations of Tenant under the Lease; provided, however, that at Tenant’s election, up to Five and 00/100 Dollars ($5.00) per rentable square foot of space in the Premises (i.e., 29,433 rentable square feet multiplied by $5.00 = $147,165.00) of any unused Improvement Allowance shall be available to Tenant as a credit against installments of Basic Rent next coming due under the Lease. The Improvement Allowance must be expended by Tenant on or before July 31, 2008. If the Improvement Allowance is not expended on or before July 31, 2008, the Improvement Allowance shall no right to, longer be available to Tenant and Landlord shall have no further obligation to fund, any provide such Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,.

Improvement Allowance. Landlord Tenant shall provide Tenant with an be entitled to a one-time tenant --------------------- improvement allowance (the "Improvement Allowance") in the amount of $194,895.00 (based upon $5.00 per rentable square foot of the Second Expansion Space, $15.00 per rentable square foot of Suites M-100, 101 and 102, and $5.00 per rentable square foot of Suite 310) for the costs relating to the initial design and construction of preparing Tenant's improvements, which are permanently affixed to the Additional Premises for Total Expansion Space and/or the cost of items which Tenant is required to perform in order to comply with legal requirements triggered by Tenant’s initial occupancy (including the 's improvements, other than costs of associated with Landlord’s 's Compliance Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any"Improvements"). Costs of Building services or facilities (such as electricity, HVACTenant may use the Improvement Allowance in any space leased by Tenant in the Building, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required shall not be limited solely to implement Landlord’s constructing Improvements within the Total Expansion Space. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to Letter in this paragraph shall be subject to reimbursement from a total amount which exceeds the Improvement Allowance. In The Improvement Allowance may be used by Tenant at any time prior to the event that date which is six (6) months after the total fixed price last Expansion Commencement Date. All Improvements for which the Improvement Allowance has been made available shall be deemed Landlord's property under the terms of Landlord’s Work (as determined hereunder), together with the Lease. Tenant shall not be entitled to any related costs reasonably estimated by Landlord, exceeds credit for any unused portion of the Improvement Allowance. Notwithstanding anything to the contrary in the Lease or this Work Letter, Landlord may from time the Improvements for Suites 101, 102 and M-100 shall provide for an open mezzanine to time the first floor that is substantially similar to and consistent with the mezzanine in the original Premises, and the Construction Costs shall include the cost of any changes to the Base, Shell and Core that are necessary in order to accommodate such mezzanine ("Necessary Mezzanine Changes"); however, the foregoing shall not require Tenant to pay such excess to Landlord before performing construct any particular number of offices on the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,mezzanine.

Improvement Allowance. Landlord (a) Sublandlord shall provide Tenant with an allowance reimburse Subtenant for up to [REDACTED PORTION FILED SEPARATELY WITH SEC PURSUANT TO CONFIDENTIAL TREATMENT REQUEST] (being [REDACTED PORTION FILED SEPARATELY WITH SEC PURSUANT TO CONFIDENTIAL TREATMENT REQUEST] per square foot of rentable area of the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering feesPremises) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Landlord shall notify Tenant ) of the total fixed-price construction cost Cost of LandlordSubtenant’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if anyhereinafter defined). Costs Subtenant shall pay the amount by which the Cost of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement LandlordSubtenant’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from exceeds the Improvement Allowance. In The Improvement Allowance shall be paid out to Subtenant based upon ninety percent (90%) of the event that value of the total fixed price work for which payment is requested (i.e., the value of Landlordsuch work prior to application of any retainage provided for in Subtenant's contract with Subtenant's Contractor) to reimburse Subtenant for the Cost of Subtenant’s Work (as determined hereunder), together with Work. Prior to the payment of any related costs reasonably estimated by Landlord, exceeds portion of the Improvement Allowance, Landlord may Subtenant shall deliver, or shall cause to be delivered to Sublandlord evidence that the work for which reimbursement is then being requested has been performed and paid for by Subtenant, which evidence shall include executed lien waivers, architect’s certificates, contractor’s statements, and owner’s statements covering the work for which reimbursement is requested from time to time require Tenant time. Sublandlord covenants that it will make disbursements of the Improvement Allowance within thirty (30) days after receiving the foregoing required documentation. At Subtenant's election, payments out of the Improvement Allowance shall be made by Sublandlord directly to Subtenant's Contractor, in which event any lien waivers delivered to Sublandlord in connection with a request for disbursement may be conditioned upon payment. Funds paid to Subtenant from Sublandlord shall be deemed to be paid out of the Improvement Allowance until the full amount of the Improvement Allowance has been disbursed. In no event shall Sublandlord be required to make more than one disbursement of the Improvement Allowance during any single calendar month. Upon Subtenant’s completion of Subtenant’s Work and delivery to Sublandlord of final lien waivers and other evidence reasonably required by Sublandlord to confirm Subtenant’s Work has been completed and fully paid for, Sublandlord shall, promptly after written request from Subtenant, disburse to Subtenant any portion of the Improvement Allowance to which Subtenant has satisfied the requirements for disbursement but which was withheld by Sublandlord as the ten percent (10%) retainage. The Improvement Allowance shall be available to pay such excess to Landlord before performing for the remaining Landlordcost of Subtenant’s WorkWork and for so-called "soft costs", which include space planning, architectural and engineering fees, legal fees, construction management fees, moving costs, telephone and computer cabling and for furniture fixtures and office equipment and stationery. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any If Subtenant does not use the entire Improvement Allowance not properly requisitioned by Tenant on or before December 31as provided for in this Work Letter, 2014. Notwithstanding Subtenant may convert any remaining portion of the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after (the full and final "Excess") to abatement of Base Rent, commencing with the Base Rent payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January due October 1, 2015,2016 until such Excess is exhausted, but not later than October 1, 2018. CONFIDENTIAL TREATMENT FOR THIS EXHIBIT HAS BEEN REQUESTED FROM THE SECURITIES AND EXCHANGE COMMISSION PORTIONS OF THIS EXHIBIT HAVE BEEN REDATED, AND THE REDATED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

Improvement Allowance. a. Landlord shall provide Tenant contribute the Improvement Allowance towards the Improvement Costs in accordance with an allowance for the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “this Section. All Improvement Allowance”), Costs incurred by Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement deducted from the Improvement Allowance, and applied by Landlord to pay the Improvement Costs, as such costs are incurred. The Improvement Allowance shall remain available to be used by Tenant through December 31, 2018 (the “Allowance Expiration Date”). Any portion of the Improvement Allowance remaining unused after the Allowance Expiration Date shall be retained by Landlord. In the event that the total fixed price Improvement Costs exceed the amount of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Tenant shall pay Landlord, as additional rent under the Lease, any excess of the Improvement Costs over the amount of the Improvement 47842-0001 NY\53603744.6 Allowance (“Excess Costs”). Landlord may from time shall not be obligated to time require commence the Initial Improvements until Tenant has paid Landlord Landlord’s estimate of such Excess Costs and all other costs and charges in connection with the Initial Improvements for which Tenant is responsible hereunder. Landlord agrees to pay use such excess funds paid by Tenant for payment of the Initial Improvements as the work progresses. If, after the Final Plans have been approved or construction of the Initial Improvements has commenced, the estimated Improvement Costs or Initial Improvements are revised such that Tenant owes Landlord additional amounts on account of the Improvement Costs, Landlord shall not be obligated to proceed with the Initial Improvements until Tenant has paid Landlord any such deficit. Any such deficit owed by Tenant shall be paid to Landlord before performing within ten (10) days after issuance of the remaining Landlord’s Workrevised estimated of the Improvement Costs. Except as set forth below, Tenant In no event shall have no right to, and Landlord shall have no obligation be obligated to fund, any expend more than the Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Allowance.

Improvement Allowance. Landlord shall provide make available to Tenant a tenant improvement allowance of up to $88,015 (the “Allowance”). Tenant may use all or any portion of such amount for Improvements (as hereinafter defined) at either the Building or the Other Building. As used herein, “Improvements” mean (i) construction of improvements at the Building (or, if applicable, the Other Building) desired by and to be performed by Tenant (subject to Landlord’s supervision) and which improvements shall be of a fixed and permanent nature, and/or (ii) cosmetic improvements at the Building (or, if applicable, the Other Building) such as carpeting and painting. Tenant acknowledges and agrees that (i) Landlord’s prior written consent shall be required with an allowance respect to the Improvements and that it shall be reasonable for Landlord to withhold its consent to any improvements which Landlord considers not to be substantially reusable after the expiration of the Term of the Lease, and (ii) upon the expiration of the Term of the Lease, the Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Allowance, Tenant shall be solely responsible for all of the costs of preparing the Additional Premises for Tenant’s initial occupancy (including Improvements. The Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”), Lease. Landlord shall notify have the right to review and approve all contracts entered into by Tenant in connection with the Improvements including, without limitation, the provisions in such contracts dealing with insurance, indemnity and lien waivers. Landlord shall not unreasonably delay its review and approval of such contracts. Landlord shall fund the Allowance upon completion of the total fixed-price Improvements and upon presentation to Landlord of a draw request containing unconditional lien waivers and such other documents as are customary required by Landlord or its affiliates for construction cost projects. Promptly following completion of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject Improvements and prior to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated funding by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, provide to Landlord: (i) sworn statements setting forth the names of all contractors and Landlord shall have no obligation to fund, any Improvement subcontractors who did the work on the Improvements; and (ii) “as built” plans for the Improvements. Any portion of the Allowance not properly requisitioned used by Tenant on or before by December 31, 2014. Notwithstanding the foregoing sentence2009, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may shall be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,forfeited.

Improvement Allowance. Landlord shall provide Tenant with an allowance for Provided there exists no material default (beyond any applicable grace period) under the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)Lease, Landlord shall notify pay to Tenant the Eighth Floor Part A Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (5th) day of the total fixedmonth during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-price sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACmanager, and cleaning) and contractor, architect, engineer, designer or other additional costs (such as permit feesdesignated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, infiltration and inflow charges, and inspection costs) actually Tenant shall be required to implement Landlordprovide to Landlord final lien waivers from Tenant’s Work contractor, subcontractors and other variable costs primary suppliers. Notwithstanding anything contained herein to the extent required contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to be paid by Tenant under Tenant, or other designated third party until the Lease twenty-sixth (such as for review, inspection, and testing26th) shall thereafter be added to day of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowancefollowing month. In the event that Tenant’s expenditures for improvements to Eighth Floor Part A are less than the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Eighth Floor Part A Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, balance (after reimbursing Tenant shall have no right to, and Landlord shall have no obligation to fund, any for such expenditures) of the Eighth Floor Part A Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding shall be credited against Annual Rent next coming due under the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Lease.

Improvement Allowance. Landlord shall provide hereby agrees to disburse to Tenant with an amount up to Five Hundred Thousand and No/100ths Dollars ($500,000.00) to be used as an allowance for improvements (the costs "Improvement Allowance"), provided, however, Landlord agrees, to the extent any amount of preparing the Additional Premises for Tenant’s initial occupancy Improvement Allowance remains unused, Tenant may use said amounts to defray the cost of moving to and relocating into the Premises. Provided Tenant is not in default hereunder, Landlord's disbursement of the Improvement Allowance to Tenant shall be made in up to four (including the costs of Landlord’s Work and architectural and engineering fees4) installments approximately thirty (30) days apart commencing on approximately April 15, 2001. Each installment shall be in an amount not equal to exceed the invoicing incurred by Tenant in making said Improvements as of five days before disbursement, to a maximum total Tenant Allowance of $67,025.00 (the “Improvement Allowance”)500,000.00. Provided, however, that Landlord shall notify Tenant not be obligated to disburse more than 90% (ninety percent) of the total fixed-price construction cost funds otherwise disbursable under this paragraph until and unless (i) the applicable governmental authority has issued to Tenant a Certificate of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups Occupancy as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required to implement Landlord’s Work and other variable costs to the extent required Premises; (ii) Tenant has executed and delivered to Landlord an estoppel letter in a form reasonably acceptable to Landlord which includes (but may not be paid limited to) an acknowledgment by Tenant under that Landlord is then in full compliance with the Lease Lease; (such as for review, inspection, and testingiii) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess delivers to Landlord before performing the remaining sufficient satisfactions and/or releases of notices and/or claims of lien so as to eliminate any potential for a claim or lien against Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on 's or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures Tenant's interests in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,and the underlying fee simple interest in the Premises.

Improvement Allowance. Landlord shall provide Tenant with an allowance for Provided there exists no material default (beyond any applicable grace period) under the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)Lease, Landlord shall notify pay to Tenant the Twentieth Floor Part B Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (5th) day of the total fixedmonth during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-price sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACmanager, and cleaning) and contractor, architect, engineer, designer or other additional costs (such as permit feesdesignated third party for the amount of the requested draws. Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, infiltration and inflow charges, and inspection costs) actually Tenant shall be required to implement Landlordprovide to Landlord final lien waivers from Tenant’s Work contractor, subcontractors and other variable costs primary suppliers. Notwithstanding anything contained herein to the extent required contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment; to be paid by Tenant under Tenant, or other designated third party until the Lease twenty-sixth (such as for review, inspection, and testing26th) shall thereafter be added to day of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowancefollowing month. In the event that Tenant’s expenditures for improvements to Twentieth Floor Part B are less than the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds the Twentieth Floor Part B Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth below, balance (after reimbursing Tenant shall have no right to, and Landlord shall have no obligation to fund, any for such expenditures) of the Twentieth Floor Part B Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding shall be credited against Annual Rent next coming due under the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Lease.

Improvement Allowance. Landlord Tenant shall provide Tenant with an be entitled to a one-time improvement allowance for the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”) in the amount of Twenty and No/100 Dollars ($20.00) per rentable square foot of the Premises for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Improvements”). In addition, Landlord shall notify reimburse Tenant for fees paid to Tenant’s Space Planner, HOK, up to a maximum of 15/100 Dollars ($.15) per rentable square foot of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans Premises (the “Base PricePreliminary Plan Allowance”), including mxxx-ups as determined hereunderto prepare a preliminary space plan for the Premises (or, The Base Price at Landlord’s election, Landlord shall hereafter be subject pay such amount directly to adjustment for Change Orders (if anyHOK). Costs of Building services or facilities (such as electricity, HVAC, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required In no event shall Landlord be obligated to implement Landlord’s make disbursements pursuant to this Tenant Work and other variable costs to the extent required to be paid by Tenant under the Lease (such as for review, inspection, and testing) shall thereafter be added to the Base Price (as adjusted for Change Orders). All costs referred to Letter in this paragraph shall be subject to reimbursement from the Improvement Allowance. In the event that the a total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, amount which exceeds the Improvement Allowance (plus such Preliminary Plan Allowance). If by December 31, 2010, Tenant has not used the entire amount of the Improvement Allowance for Improvement Allowance Items (as defined below), then the unused portion of the Improvement Allowance (up to a maximum of Fifteen Dollars ($15.00) per rentable square foot of the Premises) shall be applied as a credit against the Monthly Basic Rental immediately next due under this Lease. If Landlord may from time fails or refuses to time require disburse the Improvement Allowance to Tenant contrary to pay such excess to Landlord before performing the remaining Landlord’s Work. Except as set forth belowprovisions of this Lease, then Tenant shall have no the right to, and Landlord shall have no obligation to fund, any offset all of the undisbursed portion of the Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding against the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final first payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Basic Rental thereafter due hereunder.

Improvement Allowance. Landlord shall provide Tenant with an allowance for provided there exists no material default (beyond any applicable grace period) under the costs terms of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees) in an amount not to exceed $67,025.00 (the “Improvement Allowance”)Lease, Landlord shall notify pay to Tenant the Ninth Expansion Option Improvement Allowance in monthly intervals. Any draw requests shall be submitted to Landlord no later than the fifth (5th) day of the total fixedmonth during which payment is to be made. Each draw request shall be accompanied by an invoice from the Tenant’s construction manager, contractor, architect, engineer, designer or other permitted third party specifying the percentage of completion as to each of the items performed and invoiced and the amount to be drawn for such services and shall include a lien waiver from the Tenant’s contractor for the applicable portion of Tenant’s Work. On or before the twenty-price sixth (26th) day of that month, Landlord shall deliver a check or checks issued to the contractor or other payee or jointly in the name of Tenant, or Tenant’s construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base Price”), including mxxx-ups as determined hereunder, The Base Price shall hereafter be subject to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACmanager, and cleaning) and contractor, architect, engineer, designer or other additional costs (such as permit feesdesignated third party for the amount of the requested draws . Payment shall be consistent with the amount set forth in the lien waiver. Upon the final completion of Tenant’s Work, infiltration and inflow charges, and inspection costs) actually Tenant shall be required to implement provide to Landlord, final lien waivers from Tenant’s Work contractor, subcontractors and other variable costs primary suppliers. Notwithstanding anything contained herein to the extent required contrary, draw requests received by Landlord after the fifth (5th) day of the month shall not require payment to be paid by Tenant under Tenant, or other designated third party until the Lease twenty-sixth (such as for review, inspection, and testing26th) shall thereafter be added to day of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Improvement Allowancefollowing month. In the event that Tenant’s expenditures for improvements to the total fixed price of Landlord’s Work (as determined hereunder), together with any related costs reasonably estimated by Landlord, exceeds Ninth Expansion Option Space are less than the Ninth Expansion Option Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing Allowance the remaining Landlord’s Work. Except as set forth below, balance (after reimbursing Tenant shall have no right to, and Landlord shall have no obligation to fund, any for such expenditures) of the Ninth Expansion Option Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding shall be credited against Annual Rent next coming due under the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,Lease.

Improvement Allowance. Landlord shall provide will make available to Tenant with an improvement allowance for (the costs of preparing the Additional Premises for Tenant’s initial occupancy (including the costs of Landlord’s Work and architectural and engineering fees“Tenant Improvement Allowance”) in an amount not to exceed the product of the rentable square feet for the Fourth Floor Premises multiplied by $67,025.00 60.00 per square foot (i.e., for a total allowance of up to $1,508,460.00), which shall (subject to the terms and conditions set forth herein) be expendable for the costs of the construction of Tenant’s initial work and alterations to prepare the Fourth Floor Premises for the operation of its business therein (the “Improvement Allowance”), Landlord shall notify Tenant of the total fixed-price construction cost of Landlord’s Work shown on Landlord’s Plans (the “Base PriceInitial Work”), including mxxx-ups as determined hereunderany amount paid to a project coordinator, construction consultant or similar consultant engaged by Xxxxxx. The Base Price Tenant Improvement Allowance may not be used for moving expenses, office equipment or furniture. The Initial Work shall hereafter be subject performed in accordance with Articles 3 and 53 of the Original Lease, including without limitation, Landlord’s right to adjustment for Change Orders (if any). Costs of Building services or facilities (such as electricity, HVACreview Tenant’s Plans and Specifications prepared in connection with the Initial Work, and cleaning) and other additional costs (such as permit fees, infiltration and inflow charges, and inspection costs) actually required Xxxxxx’s obligation to implement reimburse Landlord upon demand for Landlord’s Work reasonable, actual, third-party out-of-pocket costs incurred in connection with Landlord’s review of Tenant’s Plans and other variable costs Specifications for the Initial Work. The Tenant Improvement Allowance shall be paid to the extent required Tenant, not more frequently than once a month, within thirty (30) days after delivery to be paid Landlord by Tenant under of a requisition from Tenant, together with appropriate invoices evidencing such work and lien waivers from any contractors or subcontractors who perform work in connection with the Lease (such as for review, inspection, and testing) shall thereafter be added to requested disbursement of the Base Price (as adjusted for Change Orders). All costs referred to in this paragraph shall be subject to reimbursement from the Tenant Improvement Allowance. In Ten percent (10%) of each requisition shall be retained by Landlord until Tenant delivers, or causes to be delivered to Landlord, a certificate of occupancy or a certificate of completion if required in connection with the event that Initial Work with respect to the total fixed price of Landlord’s Work (as determined hereunder), Fourth Floor Premises together with any related costs reasonably estimated by Landlord, exceeds final lien waivers from the Improvement Allowance, Landlord may from time to time require Tenant to pay such excess to Landlord before performing general contractor. Such retained amount shall be released within thirty (30) days of delivery of the remaining Landlord’s Work. Except as set forth below, Tenant shall have no right to, and Landlord shall have no obligation to fund, any Improvement Allowance not properly requisitioned by Tenant on or before December 31, 2014. Notwithstanding the foregoing sentence, if Tenant requests by written notice to Landlord any Improvement Allowance unused after the full necessary certificates and final payment of Landlord’s Work, then such amount(s) may be used to reimburse Tenant for its actual, documented third party costs of furniture, cabling and other approved Tenant fixtures in the Additional Premises or toward Tenant’s monthly installments of Annual Fixed Rent beginning on January 1, 2015,lien waiver.