Common use of Allowance Clause in Contracts

Allowance. (a) Landlord shall contribute to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) Landlord shall contribute Upon and subject to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this SectionSection 7, Sublandlord shall reimburse Subtenant for the costs of completing the laboratory build out in the current warm shell laboratory space in the Subleased Premises (the “Sublease Alterations”); provided, however, Sublandlord’s obligation to reimburse Subtenant for the Sublease Alterations shall be limited to the lesser of (A) actual construction costs incurred by third parties on behalf of Subtenant in its construction of the Sublease Alterations; and (B) an amount up to, but not exceeding, $250,000.00 (the “Allowance”). Sublandlord shall pay the Allowance to Subtenant within thirty (30) days after Sublandlord’s receipt of Subtenant’s written request (the “Disbursement Request”) therefor accompanied by partial, conditional lien waivers and copies of invoices from third parties providing services as part of the Sublease Alterations using AIA G701/702/703 documents, disbursed in the following increments: (a) 20% of the Allowance no earlier than thirty (30) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. (b) The 20% of the Allowance no earlier than sixty (60) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. (c) 20% of the Allowance no earlier than ninety (90) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. (d) 25% of the Allowance no earlier than one hundred and twenty (120) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. Each Disbursement Request shall be signed by Subtenant. Sublandlord shall have no obligation to disburse any portion of the Allowance if there is a monetary Event of Default or a material, non-monetary Event of Default outstanding under the Sublease until such Event of Default is cured. Each Disbursement Request pursuant to this Section 7 must be accompanied by copies of paid invoices as evidenced by unconditional progress waivers from contractors and subcontractors. Notwithstanding the foregoing, the final disbursement of the remaining 15% of the Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made disbursed within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or days after Subtenant’s written request therefor once Subtenant has substantially completed all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed Sublease Alterations in accordance with the Drawingsapproved plans and specifications, all building permits issued in connection with the Sublease Alterations, all applicable laws and the terms and provisions of this Section 7. Such final Disbursement Request shall be accompanied by: (i) third-party invoices for costs incurred by Subtenant in constructing the Sublease Alterations; (ii) evidence that Subtenant has paid the invoices for such costs; (iii) final, unconditional lien waivers and mechanics’ lien releases from any contractor or subcontractor who has constructed any portion of Sublease Alterations or any materialman who has supplied materials used or incorporated into any portion of the Sublease Alterations (if applicable), all such waivers and releases to be in the forms prescribed by California Civil Code Section 3262; and (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a the certificate of occupancy or temporary certificate of occupancy required with respect for the Subleased Premises. All bills for the Sublease Alterations must be submitted to Sublandlord within six (6) months after the Sublease Rent Commencement Date, and Sublandlord will make no further payments related to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s WorkSublease Alterations after such six (6)-month period. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable Any unfunded portion of the final Draw RequestAllowance shall be deemed forfeited.

Allowance. (a) Landlord shall contribute to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Suite 750 Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this the Lease as hereby amended is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the PremisesPremises (including Suite 750), if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord shall contribute of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses of all costs for the planning, design, permitting, construction incurred by Tenant which are directly and construction management of the Tenant Improvements, in an amount not primarily related to exceed Allowance. If the final costs for Tenant’s Work exceed Allowanceand which relate solely to the work of any architect, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and effect and Tenant is not in default hereunder beyond any applicable notice and cure periodlicense fees; provided, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresseshowever, but that in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten shall the Eligible Soft Costs exceed fifteen percent (1015%) of the total Allowance (on each Draw Request) until such time as Landlord has received or be used for services provided in connection with the final Draw Requestnegotiation of the Lease. The amount For the avoidance of each installment doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made by Landlord to Tenant within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and days following the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit last to Landlord Tenant’s 42 final Draw Request which shall include occur of: (i) “as built” drawings showing all completion of Tenant’s Work, (ii) a detailed breakdown Landlord’s receipt of Tenant’s final and total construction costs, together with receipted invoices showing payment thereofinvoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a certified, written statement from copy of the Architect that all final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work has been completed in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the Drawingsterms of this subsection (d) on or before December 31, (iv) supporting final lien waivers, 2017 at which time Tenant hereby waives any and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect all rights to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable unused portion of the final Draw RequestAllowance.

Allowance. (a) Landlord shall contribute to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and So long as Tenant is not in default hereunder beyond any applicable notice of this Lease, and cure periodsubject to the limitations described in the next following paragraph, Landlord shall pay to Tenant's contractors and materialmen, as a “Construction Allowance” an amount up to $5,258,025.00 ($75.00 psf) to be used for planning, architectural/engineering fees, demolition, Tenant's Work construction costs, and construction management/oversight fees, furniture, fixtures and equipment expenses and moving expenses (collectively, the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance “Actual Construction Costs”), which said amount shall be payable paid directly to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any 's contractors and materialmen within thirty (30) day period. Landlord may withhold ten percent (10%) days of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount last to occur of each installment all of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid following: (a) all Tenant's Work performed by Tenant for completed portions of in the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant Premises shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has have been satisfactorily substantially completed in accordance with the Drawingsprovisions of the Exhibits of this Lease and Tenant's plans and specifications; (b) Tenant shall have furnished Landlord a standard sworn “owners” statement /affidavit for Tenant's Work, (c)Tenant shall• have furnished Landlord a stai1dard sworn “general contractor's” statement /affidavit for Tenant's Work; (d) Tenant shall have furnished to Landlord final lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work; (e) Tenant shall have provided Landlord with a copy of the certificate of occupancy (or its equivalent) for the Premises issued by the appropriate governmental entity; and (iiif) partial lien waivers by Tenant shall have provided Landlord with “as-built” plans of Tenant's Work on a CD in Autocad format. Tenant shall have the general contractor right to request that Landlord pay Tenant's contractors and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable materialmen a portion of the Construction Management Fee. Payment by Allowance monthly provided that Tenant complies with the provisions of subsections (b), (c) and (d) above (provided that to satisfy this subsection [d], Tenant shall furnish Landlord shall be made within thirty (30partial lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all amount Tenant's Work actually completed and installed in the Premises, for which payment is requested, is more than the amount of the Draw Request. To Construction Allowance requested; and provided further that Tenant complies with subsections (a) through (f) above with regard to the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable final portion of the Draw Request. Construction Allowance. Tenant and Landlord shall establish a standard construction escrow at the office of the Landlord's title insurance company (cthe “Construction Escrow”) Following for the Substantial Completion Date purpose of Landlord funding the Construction Allowance and Tenant paying the cost of Tenant's Work. Landlord and Tenant shall comply with the provisions of the Construction Escrow, and Tenant shall pay 100% of the cost of same. All payments for Tenant's Work shall be funded through the Construction Escrow. Unless required by Landlord's lenders or equity partners, the Construction Escrow will not require (as defined below)i) that the title company issue date down mechanic lien endorsements every time part of the Construction Allowance is funded or (ii) that there be an inspecting architect who approves every draw; provided that if (i) and/or (ii) aforesaid is required, same shall be at Tenant's cost. Notwithstanding anything to the contrary contained herein, the Tenant shall use no more than the following amounts of the Construction Allowance toward the following Actual Construction Costs: (i) $788,703 for construction management/oversight fees; and (ii) $1,402,140 for furniture, fixtures and equipment expenses and moving expenses. Prior to beginning construction of Tenant's Work, Tenant shall submit to provide Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings with a budget showing all the anticipated cost of Tenant’s 's Work, (ii) a detailed breakdown . If the budget for Tenant's Work indicates that the cost of Tenant’s final and total construction costs's Work exceeds the amount of the Construction Allowance, together with receipted invoices showing payment thereofbefore Landlord is obligated to fund any part of the Construction Allowance, (iii) a certifiedTenant shall, written statement from using its own funds, pay for the Architect cost of that all part of Tenant’s 's Work has been completed that is in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval excess of the final Draw RequestConstruction Allowance and Tenant's payment of same, Landlord shall disburse the Allowance less through the Construction Management Fee. Payment of the final Draw Request by Landlord Escrow, shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and a condition to Landlord's obligation to pay the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestConstruction Allowance.

Allowance. (a) Landlord shall contribute Subject to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. , Landlord shall provide Tenant with an allowance of up to One Million Dollars (b$1,000,000.00) (the “Allowance”). The Allowance may be used for Tenant’s Work, which may include, but not be limited to, hard and soft costs associated with Tenant’s Work to build the Building, and may include furniture, fixtures, equipment in the Premises. Tenant shall be payable responsible for all costs of Tenant’s Work in excess of the Allowance. Subject to the terms and conditions of this Section, and so long as there is no default ongoing beyond any notice and/or cure period, partial payments of the Allowance provided by Landlord shall be made to Tenant upon written requisition within thirty (“Draw Request”30) in installments as days of Tenant submitting to Landlord evidence of each payment made to Tenant’s general contractor with: (i) a commercially reasonable breakdown of the Tenant’s Work progressesincluded in the payment and (ii) a Form W-9, but in no event more frequently than on one (1) occasion during any thirty (30) day periodRequest for Taxpayer Identification Number and Certification, executed by Tenant. Landlord may withhold ten The first twenty seven percent (1027%) of the Allowance owed to Tenant shall be withheld by Landlord until completion of the building improvements on the Property, and Landlord’s obligation to disburse the first twenty seven percent (on each Draw Request27%) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions is expressly conditioned upon receipt of the following “Allowance Deliverables”: (i) Tenant has furnished to Landlord a copy of a commercially reasonably detailed final cost breakdown for Tenant’s Work referenced in such Draw Request (as evidenced by and Landlord has inspected the paid invoices delivered Premises to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying confirm that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant▇▇▇▇▇▇’s Work has been completed in accordance with a good and workmanlike manner according to the Drawings, Tenant’s Approved Plans; (ivii) supporting Tenant has furnished to Landlord commercially reasonable final affidavits and final lien waiversreleases from ▇▇▇▇▇▇’s general contractor, if any, all subcontractors and releases executed by all material suppliers for all labor and materials performed or supplied as part of Tenant’s Work (whether or not the General Contractor, and the Major Subcontractors, Allowance is applicable thereto); and (viii) a copy of a the certificate of occupancy or temporary certificate of occupancy required with respect from the governmental authority having jurisdiction has been delivered to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. On the Effective Date, the RBL Claims shall be Allowed in their entirety for all purposes of the Plan in the aggregate principal amount of $188,500,000, plus any accrued and unpaid interest (accruing at the default rate to the extent provided under the RBL Credit Agreement), fees, costs, and other expenses arising under, and payable pursuant to, the RBL Credit Agreement on or before the Effective Date, which shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination, counterclaims, cross claims, defenses, disallowance, impairments, or any other challenges under applicable law or regulation by any entity. Treatment: On the Effective Date, each Holder of an Allowed RBL Claim will receive (a) Landlord shall contribute its pro rata share (determined as a percentage of all Allowed RBL Claims) of the All Lender Portion and (b) (i) if such Holder elects to participate in the Exit Revolving Facility, (x) such Holder’s pro rata share (determined as a percentage of all Allowed RBL Claims owned by Holders electing to participate in the Exit Revolving Facility) of the Exit Facility Revolving Lender Cash Portion and (y) Exit Facility Revolving Loans with a principal amount equal to the costs and expenses amount of all costs for the planning, design, permitting, construction and construction management such Holder’s Allowed RBL Claim (after application of the Tenant ImprovementsAll Lender Portion and the Exit Facility Revolving Lender Cash Portion to such Holder’s Allowed RBL Claim) and commitments under the Exit Revolving Facility, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with upon the terms and conditions of this Section. set forth in the Exit Facility Term Sheet, and (bii) The Allowance shall be payable if such Holder does not elect to Tenant upon written requisition (“Draw Request”) participate in installments as the Tenant’s Work progressesExit Revolving Facility, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an Second Out Term Loans with a principal amount equal to the actual costs paid by Tenant for completed portions amount of such Holder’s RBL Claim (after application of the TenantAll Lender Portion to such Holder’s Work referenced in such Draw Request (as evidenced Allowed RBL Claim). The Liens securing the RBL Credit Facility shall be retained by the paid invoices delivered Exit Facility Agent to Landlord in accordance with secure the next sentence), less Exit Facility upon the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw RequestEffective Date. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) The Tenant hereby accepts the Leased Premises “As Is” on the date that the Landlord delivers the Leased Premises to the Tenant and acknowledges and agrees the Landlord shall contribute have no obligation to construct any tenant improvements to the costs and expenses Leased Premises or make any alterations or additions thereto, except that the Landlord agrees to provide the Tenant a buildout allowance of all costs for the planning, design, permitting, construction and construction management $83.50 per square foot of Rentable Area of the Tenant Improvements, in an amount not to exceed Leased Premises (the “Allowance”). If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable inclusive of all costs of all design, special consultants, engineers and project management fees, permits and Tenant signage. The Allowance for the initial Leased Premises shall be available to Tenant upon written requisition for the purpose of paying Tenant’s actual expenses incurred in connection with the planning, design and construction of the Leasehold Improvements, voice or data cabling costs, and security costs, as of the Effective Date and shall be available through December 31, 2015. Up to $20.00 per square foot of Rentable Area of the Leased Premises of any unused Allowance (the “Draw RequestDiscretionary Portion of the Allowance”) may be used toward moving costs, furniture, communications (e.g., voice data cabling, phone switch, and the like) or any other cost incurred in installments connection with this Lease or if Tenant elects, may be applied as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day perioda credit against Rent. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by will reimburse Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made out-of-pocket costs within thirty (30) days, unless Landlord notifies Tenant, in writing, days of its rejection (and the reasons therefor) of any or all Landlord’s receipt of the Draw Requestdocumentation and information required under, and in accordance with the procedure and timing under, Section 10 below. If Tenant fails to use the entirety of the Allowance attributable to the initial Leasehold Improvements to the Leased Premises, as set forth above, by December 31, 2015, then any remaining balance of the Allowance (not to exceed the Discretionary Portion of the Allowance) shall automatically be used and applied to the first Rent as and when due under this Lease thereafter. Tenant must notify Landlord by December 15, 2015 as to how any remaining balance of the Allowance is to be applied in accordance with the foregoing provisions. The Allowance shall be used to pay for Tenant’s cost and expenses as described below, to be applied below the existing semi-finished ceiling in the Premises (i.e. Tenant shall not be charged for such semi-finished ceiling or any other existing improvements already installed by Landlord or for any Building standard materials located or stacked on the floor ready for use by Tenant at its option). Such Allowance shall be inclusive of all costs and expenses of construction of the Premises, including all design fees and construction management fees. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of that the Draw Request. (c) Following construction costs exceed the Substantial Completion Date (as defined below)allowance, Tenant shall submit pay the excess directly to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work vendor after the Allowance has been completed in accordance with exhausted. The Tenant shall be responsible for all costs of the DrawingsLeasehold Improvements, (iv) supporting final lien waivers, and releases executed by including the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits construction costs and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of costs related thereto, exceeding the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestAllowance.

Allowance. (a) Landlord Provisions in existing collective agreements providing for educational allowances shall contribute to be continued in effect. E B SHARING Job sharing defined as an whereby two or more nurses share the costs and expenses hours of all costs for the planning, design, permitting, construction and construction management work of the Tenant Improvements, in an amount not to exceed Allowance. what would otherwise be one full-time If the final costs for Tenant’s Work exceed AllowanceHospital agrees to a job sharing arrangement, those Excess Costs shall the introduction or discontinuance of such job sharing arrangements will be paid by Tenantdetermined locally. Provided this Lease is in full force Once the Hospital has determined that a vacancy exists and effect has agreed to a job sharing arrangement, the vacancy or vacancies to be posted will be determined locally and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall will be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord filled in accordance with Article of the next sentence), less Full-time Collective Agreement or Article of the applicable retainagePart-time Collective Agreement. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall The nurses involved a job sharing arrangement will be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; classified as regular part-time and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work will be covered by the prior disbursement. Upon Landlord’s receipt and approval provisions of the Draw RequestPart-time Collective Agreement. Unless existing benefits, Landlord shall disburse the Allowance less the allocable portion rights, privileges, practices, or conditions of the Construction Management Fee. Payment employment which may be considered to be superior to those contained herein are specifically retained by Landlord this Agreement, they shall be deemed not to continue in effect. It is, however, hereby confirmed that where such references are made to existing Superior Conditions that they refer to conditions existing prior to October This Agreement shall continue effect March shall remain effect from year to year unless either party gives the other party written notice of termination or desire to amend the Notice that amendments are required or that either party desires to this Agreement may only be given within a period of ninety (90) days prior to the expiration date of this Agreement or to any anniversary of such expiration date. If notice of amendment or termination given by either party, the other party agrees to meet for the purpose of negotiation within thirty (30) daysdays after the giving of notice, unless Landlord notifies Tenantif requested to do so. Notwithstanding the foregoing provisions, in writingthe event the parties to this Agreement agree to negotiate for its renewal through the process of central bargaining, the parties will meet to determine the procedures to be followed. Attached hereto and part of its rejection (and the reasons therefor) this Agreement are List of any or all Professional Responsibility Assessment Chairpersons Superior Conditions Any Appendix of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall Local Provisions The parties have agreed to submit their dispute concerning proposal with regards to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed layoff procedures to binding interest arbitration in accordance with the DrawingsLabour Arbitration Act Signed at T- Ontario, (iv) supporting final lien waivers, and releases executed by *day &- NTA R NUR E IAT ION GRIEVANCE NUMBER NATURE OF GRIEVANCE DATE OF OCCURRENCE DATE RECEIVED BY LOCAL The following nurses have allowed their names to stand as Chairpersons Nursing Assessment Committees in the General Contractor, and the Major Subcontractors, and (v) a copy above named sector. ▇▇▇▇▇ School of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.Nursing

Allowance. Section 12 of the Fifth Amendment is amended and restated in its entirety to provide as follows: Landlord will provide Tenant with a cash allowance of $2,332,700 (athe “Allowance”) Landlord shall contribute which Tenant may use, at its discretion, for remodeling, upgrades, alterations, equipment or other costs related to the costs Premises. The Allowance, the Relocation Allowance and expenses the 19th Floor Expansion Allowance are collectively referred to as the “Allowances”. Disbursements of all costs for the planning, design, permitting, construction and construction management any portion of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs Allowances for Tenant’s Work exceed Allowance, those Excess Costs Alterations shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) periodic disbursements within 30 days after receipt of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by following documentation: (i) paid invoices an application for payment and sworn statement of contractor substantially in the Tenant’s Work performed since the last form of AIA Document G-702 covering all work for which disbursement subject is to customary retentionsbe made to a date specified therein; (ii) a certificate signed by certification from an AIA architect substantially in the Architect or Tenantform of the Architect’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the DrawingsCertificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (iii) partial lien Contractor’s, subcontractor’s and material supplier’s waivers by the general contractor and of liens which shall cover all Major Subcontractors Alterations for work covered by the prior disbursementwhich disbursement is being requested. Upon Landlord’s receipt and approval Disbursements of the Draw Request, Landlord shall disburse the Allowance less the allocable any portion of the Construction Management Fee. Payment by Landlord Allowances for items other than Alterations shall be made paid to Tenant within 30 days after receipt of invoices for the cost incurred by Tenant. If Landlord fails to timely pay the Allowances or any portion thereof, Tenant’s obligation to pay Base Rent and Rent Adjustments (without interest or late charge) shall be deferred until the applicable portion of the Allowances is paid. Tenant shall pay Landlord any Base Rent and Rent Adjustments so deferred within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and days after the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable applicable portion of the Draw Request. (c) Following Allowances is paid to Tenant. Notwithstanding the Substantial Completion Date (as defined below)foregoing, the amount of Base Rent and Rent Adjustments that Tenant is entitled to defer shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect be limited to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval amount of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request Allowances that is not timely paid by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestLandlord.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord shall contribute of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses of all costs for the planning, design, permitting, construction incurred by Tenant which are directly and construction management of the Tenant Improvements, in an amount not primarily related to exceed Allowance. If the final costs for Tenant’s Work exceed Allowanceand which related solely to the work of any architect, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and effect and Tenant is not in default hereunder beyond any applicable notice and cure periodlicense fees; provided, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresseshowever, but that in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten shall the Eligible Soft Costs exceed fifteen percent (1015%) of the total Allowance (on each Draw Request) until such time as Landlord has received or be used for services provided in connection with the final Draw Requestnegotiation of the Lease. The amount For the avoidance of each installment doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for any costs that are not Eligible Soft Costs or hard costs of real property improvements or alterations, including, without limitation, moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Premises. Payment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made by Landlord to Tenant within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and days following the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit last to Landlord Tenant’s 42 final Draw Request which shall include occur of: (i) “as built” drawings showing all completion of Tenant’s Work, (ii) a detailed breakdown Landlord’s receipt of Tenant’s final and total construction costs, together with receipted invoices showing payment thereofinvoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a certified, written statement from copy of the Architect that all final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work has been completed in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the Drawingsterms of this subsection (c) on or before December 31, (iv) supporting final lien waivers2014, at which time Tenant hereby waives any and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect all rights to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable unused portion of the final Draw RequestAllowance.

Allowance. (a) 4.1 Landlord shall contribute to will pay the costs and expenses of all costs for the planning, design, permitting, construction and construction management cost of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by Final Working Drawings calculated on the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval basis of $27.50 per rentable square foot of the Draw Request, Premises (the "Allowance "). Landlord shall disburse the Allowance less the allocable portion make progress payments on a monthly basis as portions of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been are completed in accordance with Section 4.1. Tenant Work Costs in excess of the DrawingsFinish Allowance ("Excess Costs ") will be at Tenant's sole cost and expense. 4.2 The Allowance is to be expended solely for the benefit of Landlord; that is, (iv) supporting final lien waiversthe Allowance will be expended only to pay for design, engineering, installation, and releases executed by construction of the General ContractorTenant Work which under the Lease becomes the property of Landlord upon installation and not for movable furniture, equipment, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect trade fixtures not physically attached to the Premises; provided, however, Tenant shall have the right to use up to $5.00 per rentable square foot of the Allowance for cabling and wiring costs, move related expenses, and Tenants fixtures and furniture. Any of Landlord's costs and expenses payable to Landlord, required to be paid by Tenant under this Work Letter will also be paid out of the Allowance. Prior to Tenant commencing construction of the Tenant Work, Tenant shall provide Landlord with notice of the total estimated cost of all Tenant Work. As design, engineering, and construction work is completed and Tenant receives invoices therefor, Tenant will submit requests for payment to Landlord not more frequently than monthly, along with appropriate lien waivers (substantially in the forms attached hereto as Exhibit 3) and such other documentation as Landlord requires. On a monthly basis following receipt of such documentation (with such payment being made by the 30th of the month if all required documentation is received by Landlord by the 5th of such month), Landlord will pay the amounts requested by delivery to Tenant of Landlord's check(s) payable to Tenant or, at Tenant's option, payable to Tenant and Tenant's Contractors jointly. Unless otherwise agreed by Landlord and Tenant in writing and subject to delays beyond Tenant's reasonable control, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Requestthe costs to be reimbursed by the Allowance has not been requested by Tenant or will be requested for Tenant Work that is ongoing as of September 1, 2001 such amounts shall be forfeited by Tenant. 4.3 Landlord shall, during completion of the Tenant Work and immediately thereafter, reasonably cooperate in the balancing of the Building HVAC system serving the Premises. Landlord shall timely pay such acceptable portion for costs of balancing the Building Improvements portions of the final Draw RequestHVAC system and Tenant shall pay for balancing the portions of the system within the Premises. 4.4 Subject to the mutual waiver in Section 18.6 of the Lease, Tenant will indemnify, defend and hold harmless Landlord, Building Manager, and Landlord's Contractors from and against liability, costs or expenses in accordance with Section 16.1

Allowance. (a) Landlord shall contribute to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure periodhas been executed by each of the parties, Landlord shall pay the Allowance agrees to provide Tenant consistent with the terms following leasehold improvement allowance (plus applicable taxes), as follows: i. in connection with the Ground Floor Premises, an amount equal to Fifteen Dollars ($15.00) per square foot of the Gross Rentable Area of the Ground Floor Premises (‘Ground Floor Premises Allowance”); and ii. in connection with the 18th Floor Premises, an amount equal to Five Dollars ($5.00) per square foot of the Gross Rentable Area of the 18th Floor Premises (“18th Floor Premises Allowance”); (the Ground Floor Premises Allowance and conditions of this Sectionthe 18th Floor Premises Allowance being hereinafter collectively referred to as the “Allowance”). (b) The Allowance as set out above shall be payable paid by Landlord to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day perioddays following the later of: i. execution of this Lease; and ii. Tenant providing Landlord may withhold ten percent (10%) with both: 1. receipted invoices for the performance of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Requestall of Tenant’s Work; 2. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid certification by Tenant for completed portions or a senior officer of the Tenant and by each of Tenant’s contractors or a senior officer thereof that Tenant’s Work referenced in has been completed, the date of such Draw Request (as evidenced by the paid invoices delivered completion and that all accounts relating to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect have been paid in full and that no lien has or Tenant’s Representative certifying may be claimed with respect thereto and that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial all construction lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Requestperiods have expired. (c) Following the Substantial Completion Date (as defined below), Provided Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed is not in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Requestdefault, Landlord shall disburse pay to Tenant from the Allowance less the Construction Management Feeamount required to reimburse Tenant for the amounts paid as evidenced by the invoices provided in subsection 18.11(b)(ii)(2) above. Payment Further, Landlord agrees that if the amount of the final Draw Request Allowance exceeds the amount so paid by Landlord to Tenant, any unused amounts shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, credited to the account of its rejection (Tenant and applied toward the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestfirst Rent due under this Lease.

Allowance. Landlord shall make a contribution (the “Allowance”) towards the cost of Tenant’s Work (including, without limitation, the costs of construction, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings and other miscellaneous items including cabling, telephone, furnishings and signage) and toward moving costs and any other architectural and engineering fees and any other project management fees and fees of other related project consultants, all in connection with such Tenant’s Work, in the amount of $2,499,716.00 (i.e., being $38.00 per square foot of rentable area of the Demised Premises), on the terms and conditions hereinafter set forth: (a) Landlord shall contribute disburse the Allowance proceeds from time to time, upon Tenant’s request for payment from time to time (which first request shall be made no earlier than thirty (30) days following the costs Turnover Date and expenses of all costs for which requests shall be made no more than once in any calendar month) and certification that the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowancefor which payment is requested, those Excess Costs has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance made (i) to Tenant consistent with (or, at Landlord’s option, by check payable jointly to Tenant and to Tenant’s materialmen and contractors) within thirty (30) days after presentation by Tenant to Landlord of request for payment and appropriate and complete owner’s sworn statements, contractor’s affidavits and waivers of lien showing that the terms work covered thereby has been performed in the Demised Premises and conditions (ii) to Tenant (or, at Landlord’s option, by check payable jointly to Tenant and to Tenant’s other suppliers) for such other items which are the basis of this Sectionsuch request within thirty (30) days after receiving bills of such suppliers and, to the extent their work is lienable, upon presentation of statements, affidavits and waivers as described in (i) above. (b) The Landlord has no obligation to disburse any portion of the Allowance if Tenant is in default under this Lease (provided that if Tenant cures such default within applicable cure periods, then Tenant shall again be entitled to such disbursement). Disbursement of any portion of the Allowance shall not be payable deemed a waiver of Tenant’s obligation to comply with such provisions. Tenant upon written requisition shall be responsible for the appropriateness and completeness of the contractors’ affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing. (“Draw Request”c) in installments as In the event that the cost of Tenant’s Work progresses, but in no event more frequently and such other items for which the Allowance may be applied should for any reason be less than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) the full amount of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installmentAllowance, Tenant shall deliver be entitled to Landlord receive such Draw Request which shall be accompanied by difference either in cash (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies days after notice from Tenant, in writing, of its rejection ) or as a credit against Fixed Rent for the Demised Premises next coming due under this Lease (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does with such choice being made at Landlord’s sole election); provided that Tenant shall not be so reject entitled to any portion of said Draw Request, Landlord shall timely pay such acceptable portion difference exceeding twenty percent (20%) of the Draw Request. (c) Following stated amount of the Substantial Completion Date (as defined below)Allowance hereunder. In the event Landlord reasonably determines, Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Workat any time, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from that the Architect that all cost of Tenant’s Work has been completed and such other items for which the Allowance may be applied will be in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval excess of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment amount of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable then undisbursed portion of the final Draw RequestAllowance, then Tenant shall be solely responsible for payment of such excess, and Tenant, at Landlord’s option, shall pay all such excess amounts before Landlord is obligated to disburse any further portion of the Allowance, and such requirement of Tenant shall be an express condition for Landlord’s obligation to disburse any further portion of the Allowance. For purpose of the foregoing, the estimated cost of Tenant’s Work and other items for which the Allowance may be applied shall be determined by Landlord based on certified cost statements delivered by Tenant to Landlord from time to time, and, in any event, delivered by Tenant to Landlord promptly upon Landlord’s request therefor. (d) Tenant shall be required to apply at least $1,249,858.00 of the overall Allowance (i.e., being $19.00 per square foot of rentable area of the Demised Premises) toward so-called “hard construction costs” relative to the Tenant’s Work (the “Hard Cost Allocation”), and as a consequence, in no event shall Tenant be entitled to apply more than $1,249,858.00 of the overall Allowance (i.e., being $19.00 per square foot of rentable area of the Demised Premises) (the “Soft Cost Allocation”) towards the cost of telephone and data cabling, moving expenses, signage, furniture, fees of architects, engineers, project managers and other project consultants, and other so-called “soft” costs, as well as towards any credit against Fixed Rent as provided in Section 25.2(c) above (which credit against Fixed Rent shall be subject to such further limitations, in addition to being required to be taken from the Soft Cost Allocation, as set forth in said Section 25.2(c) above). Without limitation of the foregoing, it is hereby confirmed that the direct costs payable to Tenant’s contractor(s) associated with the acquisition/installation of affixed fire suppression systems and/or raised flooring within the data center portion of the Demised Premises shall be deemed “hard construction costs” for purposes hereof.

Allowance. (a) Landlord shall contribute agrees to the costs and expenses of all costs pay for the planning, design, permitting, construction and construction management cost of the Tenant Improvements, Improvements (the "Basic Project Costs") in an amount not to exceed Seven Hundred Seventy-Three Thousand Five Hundred Ninety-Five Dollars ($773,595) ("Tenant Improvement Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant"). Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Requesthereunder, Landlord shall disburse the Tenant Improvement Allowance less applicable to the allocable portion of the Construction Management Fee. Payment by Landlord shall be made Project Basic Costs from time to time, within thirty (30) daysdays of each notice by Tenant of such cost being payable to such contractor, unless Landlord notifies Tenantsubcontractor or vendor, as the case may be upon the last to occur of Landlord's receipt of (i) copies of General Contractor's (as hereinafter defined) applications for payment, including the General Contractor's final application for payment in writingconjunction with the last draw hereunder, (ii) complete release of its rejection (General Contractor and the reasons therefor) of any or all subcontractor rights to mechanic's lien claims on account of the Draw RequestTenant Improvements to which such draw is applicable and in conjunction with the final draw a final lien release and such other documentation as Landlord may require in conjunction therewith to enable Landlord to obtain a title insurance endorsement over mechanic lien rights, (iii) evidence of completion of the Work to which such draw applies. The Tenant Improvement Allowance is based on a rentable square footage of the Premises of 17,191 rentable square feet and Forty Five Dollars ($45.00) per rentable square foot. Landlord's total financial obligation with respect to the purchase, construction and installation of the Tenant Improvements or any other improvements to the Premises shall be limited solely to the Tenant Improvement Allowance. Tenant agrees to pay for any costs related to completion of the Work in excess of the Tenant Improvement Allowance ("Excess Costs"). To the extent Landlord does the Basic Project Costs are less than the Tenant Improvement Allowance ("Excess Allowance"), the Excess Allowance may be utilized by Tenant in an amount not so reject to exceed One Hundred Seventy-One Thousand Mine Hundred Ten Dollars ($171,910) to reimburse Tenant for cabling, consultant fees, permits, furniture or as a credit against Base Rent and any portion excess beyond such amounts shall be and remain the property of said Draw RequestLandlord. Notwithstanding anything contained herein to the contrary, Landlord shall timely pay such acceptable portion of and in addition to the Draw Request. Allowances (c) Following to the Substantial Completion Date (as defined belowextent necessary), Tenant shall submit spend all amounts required to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from complete the Architect that all of Tenant’s Tenant Improvements Work has been completed in accordance substantial conformance with the Approved Working Drawings, (iv) supporting final lien waivers, using class A workmanship and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestnew class-A materials.

Allowance. (a) Landlord shall contribute shall, subject to the costs and expenses of all costs for the planning, design, permitting, construction and construction management terms of the Work Letter, make available to Tenant Improvementsthe Allowance (as defined in the Work Letter). Commencing on the Commencement Date and continuing thereafter on the first day of each month during the Base Term, Tenant shall pay the amount necessary to fully amortize the portion of the Allowance actually funded by Landlord, if any, in an amount not equal monthly payments with interest at a rate of 7% per annum over the Base Term, which interest shall begin to exceed Allowanceaccrue on the later of the Commencement Date and the date that Landlord first disburses such Allowance or any portion(s) thereof (“TI Rent”). If Tenant acknowledges that because a portion of the final costs for Tenant’s Work exceed AllowanceAllowance may be disbursed following the Commencement Date, those Excess Costs the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such disbursement. Any TI Rent remaining unpaid as of the expiration or earlier termination of this Lease resulting from a Default by Tenant under this Lease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease. TI Rent shall not be subject to annual adjustments pursuant to Section 4(a). Notwithstanding anything to the contrary contained herein, to the extent that, following the completion and payment in full of the TI Costs (as defined in the Work Letter) under the Work Letter, any portion of the Additional Amount (as defined in the Work Letter) remains unapplied toward TI Costs (“Remaining Additional Amount”), then the monthly Base Rent payable by Tenant. Provided Tenant pursuant to this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be reduced by an amount equal to fully amortize the actual costs paid by Tenant for completed portions such Remaining Additional Amount in equal monthly payments with interest at a rate of 7% per annum over the Base Term. For example, if, following the completion and payment in full of the Tenant’s TI Costs under the Work referenced in such Draw Request (as evidenced by Letter, the paid invoices delivered to Landlord in accordance with the next sentence)Remaining Additional Amount is $100,000, less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which then Base Rent shall be accompanied reduced by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request$1,355.47 per month. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) Upon and subject to the terms and conditions of this Exhibit, Landlord shall contribute to reimburse Tenant for the costs and expenses of all costs for the planningTenant’s Work; provided, designhowever, permitting, construction and construction management of the Landlord’s obligation to reimburse Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid limited to the lesser of (A) actual Total Construction Costs incurred by third parties on behalf of Tenant in its construction of Tenant’s Work; and (B) an amount up to, but not exceeding, $3,418,590.00, based on $35.00 per rentable square foot of the Premises (the “Allowance”). Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with within thirty (30) days after Landlord’s receipt of Tenant’s written request (the terms “Disbursement Request”) therefor accompanied by partial, conditional lien waivers and conditions copies of this Sectioninvoices from third parties providing services as part of the Tenant’s Work using AIA G701/702/703 documents, disbursed in the following increments: (a) 20% of the Allowance no earlier than thirty (30) days following the First Access Date to the extent of paid invoices submitted. (b) The 20% of the Allowance no earlier than sixty (60) days following the First Access Date to the extent of paid invoices submitted. (c) 20% of the Allowance no earlier than ninety (90) days following the First Access Date to the extent of paid invoices submitted. (d) 25% of the Allowance no earlier than one hundred and twenty (120) days following the First Access Date to the extent of paid invoices submitted. Each Disbursement Request shall be signed by Tenant’s Representative. Landlord shall have no obligation to disburse any portion of the Allowance if there is an Event of Default outstanding under the Lease until such Event of Default is cured. Each Disbursement Request pursuant to this Section 7 must be accompanied by copies of paid invoices as evidenced by unconditional progress waivers from contractors and subcontractors. Notwithstanding the foregoing, the final disbursement of the remaining 15% of the Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any disbursed within thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord days after Tenant’s written request therefor once Tenant has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for substantially completed portions all of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)Working Drawings, less all building permits issued in connection with the Tenant’s Work, all applicable retainageLaws and the terms and provisions of this Work Letter. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Such final Disbursement Request which shall be accompanied by by: (i) paid third-party invoices for the costs incurred by Tenant in constructing Tenant’s Work performed since the last disbursement subject to customary retentionsWork; (ii) a certificate signed by evidence that Tenant has paid the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawingsfor such costs; and (iii) partial final, unconditional lien waivers by the general and mechanics’ lien releases from any contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject subcontractor who has constructed any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work or any materialman who has been completed supplied materials used or incorporated into any portion of Tenant’s Work (if applicable), all such waivers and releases to be in accordance with the Drawings, forms prescribed by California Civil Code Section 3262; (iv) supporting final lien waivers, and releases an executed by Confirmation of Commencement Date letter in the General Contractor, and the Major Subcontractors, form attached to this Lease as Exhibit E; and (v) a copy of a the certificate of occupancy or temporary certificate of occupancy required with respect to for the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with . All bills for Tenant’s WorkWork must be submitted to Landlord within twelve (12) months after the Commencement Date, and Landlord will make no further payments related to Tenant’s Work after such twelve (12)-month period. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable Any unfunded portion of the final Draw RequestAllowance shall be deemed forfeited. Upon written notice delivered to Landlord prior to December 31, 2012, Tenant may elect to use up to $5.00 per rentable square foot of the Premises of the Allowance as a credit against Rent next due under the Lease.

Allowance. Tenant acknowledges that Landlord is not obligated to make any improvements to the Premises. During the calendar year 2013, Tenant, at Tenant’s request, shall have the right to make such improvements to the Premises as are mutually agreed upon by the parties. Landlord hereby grants Tenant an allowance equal to Six Hundred Ninety Nine Thousand One Hundred Fifty One and 25/100 Dollars (a$699,151.25) (the “Allowance”) towards the costs of such improvements. Tenant shall be responsible for preparing all construction documents, subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant’s improvements shall be referred to as the “Tenant’s Work.” Tenant shall apply for and obtain all required permits and deliver copies thereof to Landlord prior to commencing Tenant’s Work. In such event, Landlord shall contribute disburse the Allowance in accordance with the following provisions: 3.1 Commencing as of January 1, 2013, the Allowance shall be disbursed to Tenant on a progress payment basis. Proper draw requests submitted by the costs and expenses 20th day of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs any calendar month shall be paid by Tenantthe 15th day of the following calendar month. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions Each of this Section. (b) The Allowance Landlord’s progress payments shall be payable limited to an amount equal to the aggregate amounts theretofore paid by Tenant upon written requisition (“Draw Request”) in installments as the certified by Tenant’s Work progressesarchitect) to Tenant’s contractors, but in no event more frequently than on one (1) occasion during any thirty (30) day periodsubcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the Allowance. Landlord may Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) of each progress payment made until the Allowance Tenant’s Work is fifty percent (on each Draw Request50%) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request complete, and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such retainage, and in the event that Tenant fails to provide such evidence, then Landlord may withhold an amount equal to the actual costs paid by Tenant retainage described above. All requests for completed portions disbursement of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)Allowance, less the applicable retainage. Prior to the release of any such installmentif any, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect Tenant or Tenant’s Representative certifying architect (a) that the Tenant’s Work represented sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on the aforesaid invoices Tenant Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been satisfactorily completed substantially in accordance with the Drawings; approved plans and specifications and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed. 3.2 If any of the Allowance is not paid pursuant to subsection 3.1 above, it shall be paid by Landlord to Tenant upon completion of the Tenant's Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection 3.1 above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to subsection 3.1 above, (ii) paid receipts or such other proof of payment as Landlord shall reasonably require evidencing that final payment has been made for all materials and labor furnished in connection with the Tenant Work, and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval copy of a final unconditional certificate of occupancy evidencing that Tenant may commence occupancy of the Draw Request, Landlord shall disburse the Allowance less the allocable Premises for all purposes set forth in this Lease if one is required for Tenant’s occupancy. Any portion of the Construction Management Fee. Payment by Landlord Allowance remaining as of December 31, 2013 shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, deemed forfeited by Tenant and shall not be applied to future alterations or Rent due under the Lease. Such improvements shall be subject to the provisions of its rejection (and the reasons therefor) of any or all Section 10 of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw RequestLease. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) Landlord Maintenance A and Maintenance B employees will be granted a tool allowance of up to during the course of the Collective Labour Agreement for the replacement of tools required by the Company, which are broken or worn out on the job. This allowance may also be used for the purchase of new tools, required by the Company to maintain new equipment or to employ new techniques. New employees in the Maintenance department will not be eligible for the tool allowance until they have completed months service on the job. This Agreement shall contribute be effective until September and shall continue automatically thereafter annual periods year unless either party notifies the other in writing within no less than days and no more than days prior to the costs and expenses expiration date that it desires to amend or terminate this Agreement. If pursuant to such negotiations, agreement on the renewal or amendment of all costs for this Agreement is not reached prior to the planningcurrent expiration date, design, permitting, construction and construction management it shall be automatically extended until consummation of a new Agreement or completion of the Tenant Improvements, in an amount not to exceed Allowance. If conciliation proceedings prescribed under the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) Labour Relations Act of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw RequestProvince of Ontario, whichever should first occur. Signed this day of The amount United Food and Commercial Workers International Union Local Maple Leaf Poultry Division, a member of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)Maple Leaf Foods Inc. Toronto, less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) Ontario Plant Closing- The Company agrees that if all or a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable substantial portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) daysplant closes during the term of this agreement, unless Landlord notifies Tenantthe Company will sit down with the Union, days in writing, of its rejection (and the reasons therefor) of any or all advance of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit closing date to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance discuss plans with the Drawings, union representatives. General help Bulk scale Packer Salvager Shippers Live hanger Set -up person Saw (ivcut-in-seven Relief Person Saw operator Crop- Puller cut-up Liver Harvester Trimmer Grader Quality Control Cook House Operator Maintenance Helper Maintenance Maintenance Maintenance Maintenance (Journeyman) supporting final lien waivers, and releases executed by Maintenance "AA" (Dual Trades) Engineer 2nd Class Stationary Engineer 3rd Class Stationary Engineer 4th Class Effective May Effective September Live hang premium effective May twenty cents (20) per hour. The Company agrees to pay a shift premium as follows: Afternoon shift to forty- five cents per hour Night shift to a.m. fifty cents per hour. Employees who commence their shift between the General Contractor, and above hours will be paid the Major Subcontractors, and (v) a copy applicable premium. New hires after April will not be entitled to off shift premium until they have completed probation. Such premium shall not be considered as part of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestemployee's basic rates.

Allowance. The U.S. Debtors and the ULC1 Indenture Trustee hereby acknowledge and agree that: (ai) Landlord as of the Effective Date, the ULC1 Indenture Trustee, on behalf of the ULC1 Noteholders, shall contribute be afforded one allowed, general, unsecured Claim against CORPX’s estate in the amount of US$3,505,187,751.63 (the “ULC1 Indenture Trustee Notes Guarantee Allowed Claim”) based upon the ULC1 Notes, which amount of the ULC1 Indenture Trustee Notes Guarantee Allowed Claim is equal to the product of 1.65 times the Filed Amount1; (ii) the ULC1 Indenture Trustee Notes Guarantee Allowed Claim shall include the following components, each of which shall be deemed allowed: (A) a claim for the outstanding principal balance of the ULC1 Notes, together with accrued and unpaid interest thereon, as of the Petition Date, as set forth in the ULC1 Indenture Trustee Notes Guarantee Proof of Claim; (B) a claim for the accrued and unpaid interest on the Filed Amount at the contract rate from the Petition Date up to and including the date on which the ULC1 Indenture Trustee Notes Guarantee Allowed Claim (including interest compounded semi-annually) (“Postpetition Interest”) is satisfied in full, to the extent provided in Section 3.2(b)(ii); (C) a claim for the reasonable fees, costs and expenses of all the Ad Hoc ULC1 Noteholders Committee, including the reasonable fees, costs for and expenses of its U.S. and Canadian counsel and its financial adviser, incurred, and to be incurred, by the planning, design, permitting, construction Ad Hoc ULC1 Noteholders Committee in connection with the U.S. Proceedings and construction management the CCAA Proceedings through the date of final distribution in respect of the Tenant ImprovementsULC1 Indenture Trustee Notes Guarantee Allowed Claim (all such reasonable fees, costs and expenses, collectively, the “Ad Hoc Committee Fees”), in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section.US$8 million; and (bD) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as a claim for the Tenant’s Work progressesreasonable fees, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) costs and expenses of the Allowance (on each Draw Request) until such time as Landlord has received ULC1 Indenture Trustee, including the final Draw Request. The amount reasonable fees, costs and expenses of each installment of the Allowance payable pursuant its U.S. and Canadian counsel, incurred, and to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced incurred, by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary ULC1 Indenture Trustee in connection with Tenant’s Work. Upon Landlord’s receipt the U.S. Proceedings and approval the CCAA Proceedings through the date of final distribution in respect of the final Draw RequestULC1 Indenture Trustee Notes 1 Approximately $134 million of ULC1 Notes are held by CORPX and $10 million of ULC1 Notes are held by QCH, Landlord shall disburse and CCRC holds the Allowance less CCRC ULC1 Notes. For the Construction Management Fee. Payment avoidance of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenantdoubt, in writingaddition to the ULC1 Notes held by parties other than the U.S. Debtors or the Canadian Debtors, of its rejection (the ULC1 Notes held by CORPX and QCH and the reasons therefor) CCRC ULC1 Notes are also subject to the settlement embodied in this Agreement and shall have the same rights and benefits as other holders of any or ULC1 Notes under the Agreement. Guarantee Allowed Claim (all of such reasonable fees, costs and expenses, collectively, the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request“ULC1 Indenture Trustee Fees”).

Allowance. (a) Landlord shall contribute To help defray the costs of improvements Tenant desires to make to the costs and expenses of all costs for 2017 Remaining Premises (the planning“2017 Remaining Premises Improvements”), design, permitting, construction and construction management of the Landlord agrees to make available to Tenant Improvements, an allowance in an amount not equal to exceed $11,258,000.00 (i.e., $36.66 per square foot of Rentable Area of the 2017 Remaining Premises) (the “Improvement Allowance”). If the final costs for Tenant’s Work exceed Allowance, those Excess Costs The Improvement Allowance shall be paid by Tenantpayable on account of costs incurred in designing and constructing the 2017 Remaining Premises Improvements. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Improvement Allowance to Tenant consistent with Landlord’s execution and delivery to Tenant of this Amendment. However, in lieu thereof Tenant may elect to receive the Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and documentation as required by title insurance companies and institutional construction lenders, in a manner in keeping with the terms and conditions allowance disbursements made pursuant to Part VII of this Section. (b) The Allowance the Work Letter attached as Exhibit D to the Original Lease. In either event, Landlord shall be payable permitted to offset against the Improvement Allowance any amounts past due to Landlord by Tenant upon written requisition (“Draw Request”) in installments as under the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day periodLease. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to If the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by 2017 Remaining Premises Improvements exceed the paid invoices delivered to Landlord in accordance with amount of the next sentence), less the applicable retainage. Prior to the release of any such installmentImprovement Allowance, Tenant shall deliver pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. Landlord’s obligation to make the Improvement Allowance available to Tenant shall expire with respect to any portion of the Improvement Allowance that is not used by Tenant on or before December 31, 2018; provided, however, that if the cost of the 2017 Remaining Premises Improvements is less than the Improvement Allowance, or if Tenant elects not to perform any 2017 Remaining Premises Improvements, then so long as Tenant is not then in default of its obligations under the Lease, Tenant, by written notice to Landlord made no later than such Draw Request which date, may request that any portion of the Improvement Allowance that is unutilized be applied as a credit against the next installments of Rent due under the Lease, or be paid over to Tenant. Landlord shall be accompanied permitted to offset against the Improvement Allowance any amounts past due to Landlord by (i) paid invoices for Tenant under the Tenant’s Work performed since the last disbursement subject Lease. Any 2017 Remaining Premises Improvements that Tenant elects to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily make shall be completed in accordance with Sections 9 and 10 of the Drawings; Second Amendment and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by remainder of the prior disbursement. Upon Lease, except that ▇▇▇ ▇▇▇▇▇▇▇▇ is hereby designated as Landlord’s receipt Designated Representative and Tenant’s Facilities Manager is hereby designated as Tenant’s Designated Representative. Without limiting Tenant’s right to seek approval of the Draw Requestother contractors, Landlord shall disburse the Allowance less the allocable portion acknowledges and agrees that as of the Construction Management FeeSeventh Amendment Effective Date ▇▇▇▇▇▇▇, RJM, and ▇▇▇▇▇▇▇ Builders are all approved as general contractors, and ▇▇▇ ▇. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of ▇▇▇▇ is approved for the design work relating to the 2017 Remaining Premises Improvements. If Tenant does not elect to defer its rejection (and the reasons therefor) of any or all receipt of the Draw Request. To the extent Landlord does not so reject any portion of said Draw RequestImprovement Allowance (i.e., Landlord shall timely pay such acceptable portion if a lump sum payment of the Draw Request. (c) Following the Substantial Completion Date (as defined belowImprovement Allowance is delivered to Tenant with Landlord’s execution and delivery of this Amendment), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from may utilize the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waiversImprovement Allowance for any purpose whatsoever, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy need not provide Landlord with any accounting of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval its use of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestImprovement Allowance.

Allowance. (a) Landlord shall contribute to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with an allowance of up to --------- $2,112,012.00 (the terms "Allowance") towards the cost of the Tenant's Work (including the design fees of Tenant's architects and conditions of this Section. (b) The Allowance engineers). Payments shall be payable made to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day periodmonthly and when and as Landlord receives waivers of lien from all contractors and subcontractors to the extent required by Landlord's lender, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for the Tenant's Work, to the reasonable satisfaction of Landlord. Landlord may withhold ten percent shall, within twenty (10%20) days of a requisition therefor, pay to Tenant the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of such requisition. Such payments, in the Allowance payable pursuant to any such Draw Request aggregate, shall be an amount equal to not exceed the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainageAllowance. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made make final payment to Tenant within thirty (30) days, unless Landlord notifies Tenant, in writing, days following the submission by Tenant of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from Tenant's architect or engineer that the Architect that all of Tenant’s 's Work has been completed in accordance with the Drawingsapproved plans, (iv) supporting a final lien waivers, and releases waiver executed by the General Contractor, Tenant's general contractor and the Major Subcontractors, and (v) a copy of a final certificate of occupancy or temporary certificate of occupancy required with respect to for the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval If Landlord fails to pay Tenant any portion of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request properly payable by Landlord shall be made within to Tenant under this Section 3.2 and such failure continues for thirty (30) daysdays after written notice thereof from Tenant to Landlord and any holder of a mortgage of which Tenant has been given notice, unless Landlord notifies Tenantthen Tenant shall have the right to set-off the amount thereof, together with interest at the Interest Rate (defined in writingSection 8.4 hereof), of its rejection (and against the reasons therefor) of any or all of rent next payable by Tenant hereunder until the final Draw Request. To aggregate amount so set-off by Tenant shall equal the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestamount due from Landlord.

Allowance. (a) Landlord shall contribute to the costs and expenses of reimburse Tenant for all costs for the planning, design, permitting, construction and construction management or some portion of the Tenant Improvements, Project Costs through an allowance (the "ALLOWANCE") in an the amount not to exceed Allowanceof $8.50 per rentable square foot of each of the two portions of the Expansion Space. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable separately with respect to Expansion Space #1 and Expansion Space #2 in accordance with this Section 3.d. Provided that no default then exists with respect to Tenant's obligation to pay Rent and Tenant is then lawfully in occupancy of the applicable portion of the Expansion Space in the routine conduct of its business, Landlord shall pay to Tenant upon written requisition (“Draw Request”) a sum in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) amount of the lower of the $8.50 per rentable square foot of the applicable portion of the Expansion Space Allowance or the actual Project Costs for such portion of the Expansion Space within 10 business days after the last to occur of the following: (on each Draw Requesti) until Landlord's receipt of the Substantial Completion Certificate for such time as Landlord has received portion of the final Draw RequestExpansion Space; and (ii) Landlord's receipt of full lien waivers for all of the Tenant Work for such portion of the Expansion Space. The amount Tenant shall be solely responsible for all Project Costs for such portion of each installment the Expansion Space in excess of the portion of the Allowance payable pursuant with respect to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions portion of the Expansion Space. Project Costs shall not include, and the Allowance shall not be payable with respect to, any overhead or other "internal" costs or expenses of Tenant’s Work referenced , any costs or expenses which are not actually paid to third parties unaffiliated with Tenant, or any costs of purchasing, leasing, and/or installing any equipment or other personal property which will not become part of the Premises and the property of Landlord upon installation in such Draw Request (as evidenced by the paid invoices delivered Expansion Space. The $8.50 per rentable square foot maximum shall apply collectively to Landlord in accordance with both of Expansion Space #1 and Expansion Space #2, so that if Project Costs for one portion of the next sentence)Expansion Space do not equal $8.50 per rentable square foot, less but Project Costs for the applicable retainage. Prior to the release of any such installmentother portion exceed $8.50 per rentable square foot, Tenant shall deliver be entitled to Landlord such Draw Request which shall be accompanied by (i) paid invoices reimbursed for more than $8.50 per rentable square foot of Project Costs for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable second portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) daysExpansion Space, unless Landlord notifies Tenant, in writing, of its rejection (and provided that the reasons therefor) of any or all maximum amount of the Draw Request. To Allowance shall remain the extent Landlord does not so reject any portion lesser of said Draw Request, Landlord shall timely pay such acceptable portion of $216,903 or total actual Project Costs for the Draw Requestentire Expansion Space. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. Landlord agrees to provide Tenant a tenant improvement allowance (a"Allowance") Landlord shall contribute to the costs in an amount up to, but not exceeding, Thirty-one Thousand One Hundred Two Dollars and expenses of all costs Fifty Cents ($31,102.50) for the planning, design, permitting, construction and construction management of the Tenant Improvements; provided, in an amount not however, Tenant may elect to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay increase the Allowance to an amount up to, but not exceeding, Forty-one Thousand Four Hundred Seventy Dollars ($41,470) by providing Landlord with written notice of such election at the time Tenant consistent with submits to Landlord the terms and conditions budget described in the second paragraph of this Section. subparagraph (b) above. The Allowance shall be payable applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant upon written requisition Improvements Costs. Any and all costs in excess of the Allowance required to complete the construction of the Tenant Improvements in accordance with subparagraph (“Draw b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, Tenant shall submit to Landlord for its review and approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the Premises in connection with the construction of the Tenant Improvements ("Payment Request”) in installments as "). Each Payment Request shall be accompanied by a certification signed by the Tenant’s Work progresses's general contractor and the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs to construct the Tenant Improvements, but including change orders, and the amount expended for such items to date and the estimated costs to complete the Tenant Improvements. In addition, each Payment Request shall be accompanied by lien release waivers from all contractors, subcontractors and materialmen to be paid through such Payment Request and, with respect to completed work, final lien release waivers, all in no event more frequently than on one form and content acceptable to Landlord. Within ten (110) occasion during any thirty business days after Landlord's approval of each such Payment Request, Landlord shall cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (3090%) day periodof such approved Payment Request times the ratio which the total Allowance to be utilized by Tenant bears to the total construction cost set forth in the certifications by Tenant's general contractor and architects. Landlord may withhold shall cause to be disbursed the ten percent (10%) retention amount, up to the limit of the Allowance, upon the issuance of an unqualified Certificate of Occupancy for the Expansion Space and the expiration of the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements. In the event that the Allowance (as the same may be increased pursuant to this subparagraph (d) above) is more than Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) ("Base Allowance Amount"), then the amount by which the Allowance (as so increased) exceeds the Base Allowance Amount shall be fully amortized over the period commencing on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment Expansion Space Commencement Date through the balance of the Allowance payable pursuant to any initial Term of the Lease at a rate of eleven percent (11%) per annum ("Amortization Rate"), and all such Draw Request amortized amounts shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord as Rent at the time and in accordance with the next sentence), less manner required for Tenant to pay monthly Base Rent as set forth in the applicable retainageLease. Prior to Upon the release occurrence of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for Event of Default under the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw RequestLease, Landlord shall disburse have the Allowance less right, in addition to all other rights and remedies of Landlord, to accelerate the allocable portion remaining principal balance of the Construction Management Feeexcess Allowance amount amortized hereunder and to require that the entire amount thereof be immediately paid in full by Tenant. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely Should Tenant fail to pay such acceptable portion of remaining principal amount within five (5) business days after such election by Landlord, such remaining principal amount shall thereafter bear interest at the Draw RequestAmortization Rate. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. (a) Landlord shall contribute make available to Tenant an allowance (the “Allowance”) of up to One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00), which shall be applied to the costs and expenses of all costs incurred by Tenant in performing any approved tenant improvements or renovations to the Premises (such improvements being referred to as the “Renovation Improvements”T Tenant shall be responsible for the planning, design, permitting, construction and construction management completion of the Tenant Renovation Improvements and for obtaining all permits and other approvals required in connection with such Renovation Improvements. All Renovation Improvements shall: (i) consist of materials and finishes that are equal to or higher in quality and class than the materials and finishes currently existing in the Premises; (ii) be performed in accordance with working drawings, in an amount not to exceed Allowance. If the final costs for plans and specifications prepared by Tenant, at Tenant’s Work exceed sole expense subject to offset by the Allowance, those Excess Costs shall be paid and previously approved in writing by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release terms of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawingssubsection b. below; and (iii) partial lien waivers by be considered alterations to the general contractor and all Major Subcontractors for work covered by Premises subject to the prior disbursement. Upon Landlord’s receipt and approval applicable provisions of the Draw RequestLease, Landlord shall disburse the Allowance less the allocable portion including but not limited to Section 4.2 of the Construction Management FeeInitial Lease. Payment by Landlord The costs that are eligible to be reimbursed to Tenant for the Renovation Improvements shall be made within thirty include (30a) daysall architectural fees and costs, unless Landlord notifies Tenantconstruction management fees and costs, in writingengineering fees and costs and any other fees, of its rejection (costs and the reasons therefor) expenses of any kind incurred or all payable by Tenant in connection with the performance of the Draw Request. To Renovation Improvements; (b) all fees and charges imposed by any governmental entity or authority in connection with the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. Renovation Improvements; (c) Following sales and use taxes; (d) insurance fees associated with the Substantial Completion Date construction of the Renovation Improvements; (as defined below)e) testing and inspecting costs; and (f) the costs and charges for materials and labor, contractor's profit and contractor's general overhead incurred by Tenant shall submit in having the Renovation Improvements completed. Notwithstanding anything to Landlord Tenant’s 42 final Draw Request which shall include the contrary contained herein, it is agreed that costs of the following Renovation Improvements are eligible for reimbursement to the Tenant from the Allowance: (i) “as built” drawings showing all of Tenant’s Workthe Demising Wall, (ii) a detailed breakdown of Tenant’s final all electrical work required to demise the space and total construction costs, together with receipted invoices showing payment thereof, (iii) a certifiedrelocation of the battery charging station associated with demising the space. In addition, written statement and notwithstanding anything to the contrary contained herein, Landlord acknowledges and agrees that Tenant has commenced certain of the Renovation Improvements prior to the Amendment Effective Date and that the costs associated with such Renovation Improvements shall be eligible for reimbursement to the Tenant from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestAllowance.

Allowance. (a) Landlord shall contribute provide an allowance to Tenant of $100,000.00 (the “Exterior Allowance”) to reimburse Tenant for costs of improvements for a grade-level pedestrian connection to the costs Building, with walks, canopies, lighting, seating, snow melt, and expenses of all costs for other aesthetic features and improvements as mutually designed by Tenant and Landlord, provided that such improvements are completed by Tenant during the planningperiod commencing January 1, design2019 and ending December 1, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance2020. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure periodIn addition, Landlord shall pay the Allowance provide an additional allowance to Tenant consistent of $10.00 per square foot (the “Interior Allowance”) to reimburse Tenant for costs of improvements for interior features and improvements as proposes and mutually agreed upon by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020, and provided further that Tenant has not theretofore exercised its Early Termination Right. Such improvements shall be performed in compliance with the terms and conditions provisions of this Section. (b) The Lease, and the Interior Allowance and Exterior Allowance, as applicable, shall be payable disbursed to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and days following Landlord’s confirmation that the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has relevant improvements have been completed in accordance with the Drawings, (iv) supporting final lien waiversplans and specifications approved by Landlord, and receipt by Landlord of Tenant’s verification of costs and all applicable releases executed and waivers of liens. Additionally, if Tenant exercises Extended Term 1 Landlord shall provide an allowance to Tenant of $5.00 per square foot (the “Extended Term Allowance”) to reimburse Tenant for costs of improvements to the Premises as mutually approved by Tenant and Landlord. Such improvements shall be performed in compliance with the General Contractorprovisions of this Lease, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Extended Term Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made disbursed to Tenant within thirty (30) daysdays following Landlord’s confirmation that the improvements have been completed in accordance with plans and specifications approved by Landlord, unless and receipt by Landlord notifies of Tenant, in writing, ’s verification of its rejection (costs and the reasons therefor) all applicable releases and waivers of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestliens.

Allowance. (a) Landlord shall contribute pay to the costs and expenses of all costs for Tenant named herein, one time only, a leasehold improvement allowance in the planning, design, permitting, construction and construction management amount calculated at $3.00 per square foot of the measured Rentable Area of the Leased Premises, plus applicable taxes (“Allowance”), to be applied by Tenant Improvements, in an amount not to exceed Allowance. If toward the final costs for cost of the Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force Work. (b) Subject to the provisions of subsections 13(d) and effect and Tenant is not in default hereunder beyond any applicable notice and cure period(e) below, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the within 90 days following Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. delivery to Landlord may withhold ten percent (10%) of a formal written invoice requesting payment of the Allowance (on each Draw Request) until such time as Landlord has received Allowance, which invoice must be delivered within 12 months following the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw RequestAdditional Premises Commencement Date. (c) Following Landlord shall be under no obligation to pay any portion of the Substantial Completion Date (as defined below), Allowance to Tenant shall submit until ▇▇▇▇▇▇ has executed and delivered to Landlord this Lease in the agreed upon form, and the following have occurred: (i) the Tenant’s 42 final Draw Request which shall include Work has been completed expressly in accordance with the terms of the Lease; (iii) the Additional Premises Commencement Date; (iii) the actual, physical occupancy by Tenant of the whole of the Leased Premises for the active and diligent conduct of business therefrom; and (iv) Tenant’s delivery to Landlord of: (A) “as built” drawings showing all of for the Tenant’s Work, ; (iiB) copies of invoices (accompanied by reasonable back-up confirming such invoices have been paid in full) for the performance of all of the Tenant’s Work evidencing payment of an aggregate amount at least equal to the amount of the Allowance; ​ (C) a detailed breakdown statutory declaration signed by ▇▇▇▇▇▇ (or a senior officer of Tenant’s final and total construction costs), together with receipted invoices showing payment thereofto be issued after the expiry of all applicable statutory lien periods, certifying that: (iiiI) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractorcompleted, and the Major Subcontractorsdate of such completion; (II) Tenant has paid in full its general contractor engaged to complete the Tenant’s Work; (III) no lien has been, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required may be, claimed with respect to the PremisesTenant’s Work; and (IV) all construction lien periods have expired; (D) a statutory declaration signed by ▇▇▇▇▇▇’s general contractor (or a senior officer thereof), if applicableto be issued after the expiry of all applicable statutory lien periods, together with certifying that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) the contractor has been paid in full by Tenant; (III) all licenses, certificates, permits and other government authorizations necessary subcontractors engaged by the general contractor in connection with the Tenant’s Work have been paid in full by the general contractor; (IV) no lien has been, or may be, claimed with respect to the Tenant’s Work. Upon ; and (V) all construction lien periods have expired; and (E) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s receipt and approval of Work have been properly closed. (d) Notwithstanding the final Draw Requestforegoing, Landlord shall disburse be under no obligation to pay the Allowance less to Tenant if, upon the Construction Management Feedate of such intended payment, a claim for lien or certificate of action has been registered on title to the Project in connection with the Tenant’s Work or there is then an Event of Default. Payment If any of the final Draw Request foregoing have occurred on the date upon which Landlord intends to deliver the Allowance to Tenant, Landlord shall hold the Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such Event of Default has been remedied in accordance with this Lease, at which time Landlord shall release the Allowance to Tenant. (e) Landlord shall have the right to deduct from the Allowance all bona fide amounts owing to Landlord by Tenant under this Lease and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall be made within thirty constitute a payment on account of Landlord’s obligation to pay the Allowance. (30f) days, unless Landlord notifies Tenant, in writing, If at any time during the initial Term hereof: (i) this Lease is terminated by reason of its rejection an Event of Default; (and ii) Tenant has become bankrupt or insolvent or has taken the reasons therefor) benefit of any statute for bankrupt or all insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of the final Draw Request. To Landlord’s other rights and remedies available to it under the extent Lease and at law, the unamortized portion of the Allowance calculated from the Commencement Date on the basis of an assumed rate of depreciation of 8% interest rate charged on the unamortized portion each year of the Term up to and including the last day of the Term shall immediately become due and payable to Landlord does not so reject as Additional Rent. (g) Subject to subsection (h) below, until such time as the Allowance has been paid by Landlord pursuant hereto, the Allowance shall be held by Landlord without interest. (h) For greater certainty, any portion of said Draw Request, Landlord shall timely pay such acceptable portion the Allowance not claimed by Tenant expressly in accordance herewith on or before the first anniversary of the final Draw RequestAdditional Premises Commencement Date shall be applied towards Base Rent.

Allowance. (a) Landlord Tenant shall contribute be responsible for the cost to construct and install the Tenant Improvements only to the costs extent that the Cost Statement, taking into account any increases or decreases resulting from any Change Orders (as hereinafter defined), exceeds $395,832.00 (the “Allowance”). If, following Tenant’s approval (or deemed approval) of the Plans and expenses Specifications, the Cost Statement shows that the cost to construct and install the Tenant Improvements will exceed the Allowance, Tenant shall deliver to Landlord, within thirty (30) days following ▇▇▇▇▇▇▇▇’s written request, an amount equal to one-half (1/2) of all costs for the planning, design, permitting, construction and construction management such excess. Following substantial completion of the Tenant Improvements, in an amount not Tenant shall pay to exceed AllowanceLandlord the remaining difference between the Cost Statement (taking into account any increases or decreases resulting from any Change Orders) and the Allowance within ten (10) days of Landlord’s request therefor. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs failure to deliver the payments required in this paragraph shall be paid by Tenant. Provided this Lease is in full force entitle Landlord to stop the construction and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) installation of the Allowance (on each Draw Request) Tenant Improvements until such time as Landlord has received payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. Notwithstanding the final Draw Request. The amount of each installment of foregoing, if the Allowance payable pursuant to any such Draw Request shall be an amount equal to Cost Statement exceeds the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installmentAllowance, Tenant shall deliver to Landlord such Draw Request have the option, which option shall be accompanied exercised, if at all, by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject written notice to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made Tenant within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all days following ▇▇▇▇▇▇’s receipt of the Draw Request. To Cost Statement, to amortize such excess (herein, the extent Landlord does not so reject any portion “Excess Cost”) over the period commencing as of said Draw RequestNovember 1, Landlord 2003 and continuing through and including October 31, 2008 on a straight-line basis at an annual rate of twelve percent (12%), which amortization payments shall timely pay such acceptable portion be paid monthly in the same manner as Base Rental; provided, however, that Tenant shall be permitted to amortize only a maximum amount equal to the product of (a) Five and No/100 Dollars ($5.00), and (b) the rentable square feet of the Draw Request. Leased Premises. ▇▇▇▇▇▇ acknowledges and agrees that upon an early termination of the Lease for any reason (cincluding, but not limited to, pursuant to casualty or condemnation or pursuant to Section 17(c) Following the Substantial Completion Date (as defined below), Tenant shall submit immediately pay to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final accrued and total construction costsunpaid interest, together with receipted invoices showing payment thereof, the unamortized portion of said Excess Cost. If the Allowance exceeds the Cost Statement (iii) a certified, written statement taking into account any increases or decreases resulting from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Requestany Change Orders), Landlord and Tenant shall disburse confirm the Allowance less the Construction Management Fee. Payment amount of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, such savings in writing, and such savings shall be credited to Tenant in such manner as Tenant reasonably requests which may include, without limitation and at Tenant’s option, application of its rejection such savings to the construction of Tenant Improvements related to future Construction Stages, to any of the kinds of costs within the definition of “Improvement Costs”, above, to Base Rental, to any costs associated with any tenant improvements constructed by or on behalf of Tenant in any Expansion Space (and hereinafter defined), and/or to the reasons therefor) cost of any furniture, fixtures or all of equipment installed by Tenant in the final Draw Request. To the extent Landlord does not so reject Leased Premises or any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestExpansion Space.

Allowance. (a) Landlord shall contribute shall, subject to the costs and expenses of all costs for the planning, design, permitting, construction and construction management terms of the Work Letter, make available to Tenant Improvementsthe Allowance (as defined in the Work Letter). Commencing on the Suite 1 Commencement Date and continuing thereafter on the first day of each month during the Base Term, Tenant shall pay the amount necessary to fully amortize the portion of the Allowance actually funded by Landlord, if any, in an amount not equal monthly payments with interest at a rate of 8% per annum over the Base Term, which interest shall begin to exceed Allowanceaccrue on the date that Landlord first disburses such Allowance or any portion(s) thereof (“TI Rent”). If Tenant acknowledges that because a portion of the final costs for Tenant’s Work exceed AllowanceAllowance may be disbursed following the Commencement Date, those Excess Costs the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such disbursement. Any TI Rent remaining unpaid as of the expiration or earlier termination of this Lease resulting from a Default by Tenant under this Lease shall be paid by Tenant. Provided this Lease is to Landlord in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay a lump sum at the Allowance to Tenant consistent with the terms and conditions expiration or earlier termination of this Section. (b) The Allowance Lease. TI Rent payable pursuant to this Section 4(b), if any, shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during be subject to annual adjustments pursuant to Section 4(a). In lieu of electing any thirty (30) day period. Landlord may withhold ten percent (10%) use any portion of the Allowance for Excess TI Costs (on each Draw Request) until such time as defined in the Work Letter), Tenant may elect by delivery of written notice to Landlord has received prior to April 1, 2021, to reduce the final Draw Request. The amount of each installment of the Allowance payable pursuant abated Base Rent available to any such Draw Request shall be Tenant with respect to ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ and/or Suites 2-4 (“Abatement Reduction”) and apply an amount equal to such Abatement Reduction to pay for Excess TI Costs incurred under the actual costs paid by Tenant for completed portions Lease. The total amount of the Tenant’s Work referenced abated Base Rent contemplated in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by Section 2 above (i) paid invoices for with respect to Suite 1 during the Tenant’s Work performed since the last disbursement subject Suite 1 Abatement Period is equal to customary retentions; $133,705.00 (“Suite 1 Abatement Amount”), (ii) a certificate signed by with respect to Suite 5 during the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; Suite 5 Abatement Period is equal to $103,628.00 (“Suite 5 Abatement Amount”), and (iiiii) partial lien waivers by with respect to Suites 2-4 during the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty Suites 2-4 Abatement Period is equal to $424,256.25 (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request“Suites 2-4 Abatement Amount”). To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall that Tenant 739800997.11739800997.11 timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary elects an Abatement Reduction in connection with Tenant’s Work. Upon Landlord’s receipt and approval Excess TI Costs, the amount of the final Draw Request, Landlord Abatement Reduction shall disburse first be applied against the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw RequestSuite 1 Abatement Amount. To the extent Landlord does not so reject any portion of said Draw Requestthat the Abatement Reduction exceeds the Suite 1 Abatement Amount, Landlord shall timely pay such acceptable portion additional amount of the final Draw RequestAbatement Reduction shall be applied against the Suite 5 Abatement Amount and to the extent that the Abatement Reduction exceeds both the Suite 1 Abatement Amount and the Suite 5 Abatement Amount then, such additional amount of the Abatement Reduction shall be applied against the Suites 2-5 Abatement Amount until such Suites 2-4 Abatement Amount is exhausted and Tenant shall be required to pay for any additional Excess TI Costs.

Allowance. (a) Landlord Subtenant shall contribute be entitled to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, a one-time allowance in an amount not to exceed (i) $8,074,200 with respect to the 11th Floor and 12th Floor Subleased Premises in the aggregate (the “11th and 12th Floor Allowance. If ”), and (ii) $2,422,260 with respect to the final costs for Tenant’s Work exceed 10th Floor Subleased Premises (the “10th Floor Allowance”, and together with the 11th and 12th Floor Allowance, those Excess Costs the “Allowance”), for the costs relating to the design, permitting and construction of the initial improvements be constructed by Subtenant that are to be permanently affixed in the 10th Floor Subleased Premises, the 11th Floor Subleased Premises and the 12th Floor Subleased Premises (as applicable, the “Subtenant Initial Improvements”). In clarification of the foregoing, the 11th and 12th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the eleventh (11th) and twelfth (12th) floors and the 10th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the tenth (10th) floor, and in no event will Sublandlord be obligated to make disbursements pursuant to this Work Agreement for an applicable portion of the Subleased Premises in an amount that exceeds the amount of the Allowance applicable to such portion of the Subleased Premises. Notwithstanding anything to the contrary set forth herein: (a) no portion of the 11th and 12th Floor Allowance shall be paid disbursed by Tenant. Provided this Lease is in full force Sublandlord after twenty four (24) months after the Delivery Date for the 11th Floor and effect 12th Floor Subleased Premises; and Tenant any portion, if any, of the 11th and 12th Floor Allowance that is not in default hereunder beyond any applicable notice disbursed by Sublandlord on or before such date shall revert to Sublandlord and cure period, Landlord Subtenant shall pay the Allowance to Tenant consistent with the terms and conditions of this Section.have no rights thereto; and (b) The Allowance no portion of the 10th Floor Allowance, shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any disbursed by Sublandlord after thirty (30) day period. Landlord may withhold ten percent (10%) months after the Delivery Date for the 10th Floor Subleased Premises; and any portion, if any, of the 10th Floor Allowance (that is not disbursed by Sublandlord on each Draw Request) until or before such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant date shall revert to any such Draw Request Sublandlord and Subtenant shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Requesthave no rights thereto. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. Landlord agrees to give Tenant credit, subject to the terms of this Section, for an allowance (the “Allowance”) equal to (i) $25 per square foot of floor area in the Premises, as the base allowance, plus (ii) $150,000 for the cost of Tenant’s Pylon Sign, plus (iii) an amount, which Landlord and Tenant will agree to in good faith, as a credit to Tenant, equal to Landlord’s cost savings for not performing the items of work listed in Exhibit E, but only to the extent Landlord has not performed those items of work on the date of this Lease, plus (iv) $4 per square foot of floor area in the Premises, including the Connector, for electrical distribution. “Tenant Improvement Costs” means: (a) Landlord shall contribute to the costs and expenses of all Landlord’s out-of-pocket costs for preparing the planning, design, permitting, construction Approved Tenant Improvement Plans; (b) the cost of obtaining all permits and construction management approvals for the Tenant Improvement Work; and (c) the cost of the Tenant ImprovementsImprovement Work, including all payments to the general contractor for the Tenant Improvement Work. If the Tenant Improvement Costs exceed the amount of the Allowance, Tenant is solely responsible for the excess cost, which it will pay to Landlord as follows: after Landlord has paid or incurred invoices equal to the amount of the Allowance, Landlord may submit any additional invoices it receives for Tenant Improvement Costs and Tenant will, within 25 days, either directly pay the person who issued the invoice, or, if Landlord has paid the invoice, reimburse Landlord. If the Tenant Improvement Costs are less than the total amount of the Allowance, Tenant is entitled, upon written request, to do one or both of the following: (A) use the unused Allowance for costs Tenant incurs for Alterations other than the Tenant Improvements that are constructed within 12 months after the Phase 2 Delivery Date; and (B) use the unused Allowance, in an amount not up to exceed Allowance$5 per square foot of floor area in the Premises, to purchase and install personal property and equipment in the Premises within 90 days after all of the Tenant Improvement Work is substantially complete and Tenant has occupied the Phase 2 Premises. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond uses any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) part of the Allowance (on each Draw Request) until such time as Landlord has received under the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next preceding sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices must request reimbursement within 15 months after the Phase 2 Delivery Date for Alterations, and within 180 days after Tenant occupies the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; Phase 2 Premises, for personal property and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Requestequipment. To the extent Landlord Tenant does not so reject any portion of said Draw Requestuse the entire Allowance for Tenant Improvement Costs and additional Alterations or personal property and equipment under the preceding two sentences, Landlord shall timely pay such acceptable Tenant forfeits that unused portion of the Draw Request. (c) Following Allowance and is not entitled to receive it as a rent credit or in any other form. Except for the Substantial Completion Date (as defined below)Allowance, Landlord has no obligation to give Tenant shall submit any allowance or otherwise pay or reimburse Tenant for any costs related to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed demolishing or constructing improvements in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicablemoving, together with all licensespurchasing, certificatesor installing any fixtures, permits equipment, or inventory, or otherwise occupying and other government authorizations necessary opening for business in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestPremises.

Allowance. (a) Landlord shall contribute agrees to provide an allowance as set forth in the costs and expenses of all costs for the planningSchedule, to design, permittingengineer, construction install, supply and construction management otherwise to construct the Tenant Improvements in the Premises that will become a part of the Tenant Improvements, in an amount not to exceed Building (the “Allowance”). If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable used for improvements to Tenant upon written requisition (“Draw Request”) in installments as the Premises, including but not limited to costs of construction, space planning, design and architectural fees, engineering costs, and permits for Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) buildout of the Allowance (on each Draw Request) until such time Premises as Landlord has received provided in this Workletter. Tenant is fully responsible for the final Draw Request. The amount payment of each installment all costs in connection with the Tenant Improvements in excess of the Allowance payable pursuant Allowance. After the Commencement Date, Tenant’s payment to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions Landlord of the Rent for the first calendar month, and Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval occupancy of the Draw RequestPremises, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made and within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord days following Tenant’s 42 final Draw Request written request therefor from Landlord, which request shall include (i) “as built” drawings showing provide all of Tenant’s Workreceipts, (ii) a detailed breakdown of Tenant’s final and total construction costsinvoices, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed other documentation as may be reasonably requested by the General Contractor, and the Major Subcontractors, and Landlord in substantiation of such request (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw “Disbursement Request”), Landlord shall disburse to Tenant the Allowance less as substantiated in the Construction Management Fee. Payment Disbursement Request for payment by Tenant of expenses associated with the construction of the final Draw Request Tenant Improvements or as otherwise permitted hereunder. WORKLETTER - 3 EXHIBIT D RULES AND REGULATIONS 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be used for the disposal of trash, be obstructed by tenants, or be used by tenants or any purpose other than entrance to and exit from the Leased Premises and for going from one part of the Building to another part of the Building. 2. Plumbing fixtures shall be used only for the purposes for which they are designed, and no sweepings, rubbish, rags or other unsuitable materials shall be disposed into them. Damage resulting to any such fixtures from misuse by a tenant shall be the liability of said tenant. 3. Tenant may not install ceiling-mounted or in-ceiling speakers within the Premises. 4. Signs, advertisements, or notices visible in or from public corridors or from outside the Building shall be subject to Landlord’s prior written approval. 5. Movement in or out of the Building of furniture, office equipment, goods or any other bulky or heavy materials shall be restricted to such hours as Landlord shall reasonably designate. Landlord will determine the method and routing of said items so as to ensure the safety of all persons and property concerned. Advance written notice of intent to move such items must be made within thirty (30) daysto the Building management office. 6. Building management shall have the authority to prescribe the manner that heavy furniture and equipment are positioned. 7. Corridor doors, unless Landlord notifies Tenantwhen not in use, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestbe kept closed.

Allowance. Tenant shall be provided with an allowance (athe "Tenant Improvement Allowance") of Forty-Six Thousand Four Hundred Thirty-One Dollars ($46,431) (equivalent to $5.50 per rentable square foot of the Third Floor Remainder Space). The Tenant Improvement Allowance shall be used by Tenant for Alterations to the Third Floor Remainder Space (including costs associated with space planning, construction drawings, construction management and permit fees, but expressly excluding costs for furniture, fixtures, equipment and other personal property), which Alterations shall be conducted in accordance with, and subject to, the provisions of Article 8 of the Original Lease, as modified by this Section 5.2; provided that Landlord shall contribute respond to Tenant's submittals of plans and specifications for work in the costs Third Floor Remainder Space within five (5) business days after receipt thereof. All Alterations shall also be performed in accordance with Landlord's Wilshire Courtyard Rules and expenses Regulations Governing Construction. Landlord will allow Tenant to use a reputable general contractor, experienced in the construction of all costs tenant improvements in Comparable Buildings, selected by Tenant for the planningimprovement of the Third Floor Remainder Space hereunder, design, permitting, construction and construction management subject to Landlord's reasonable approval. All subcontractors used by Tenant for the Alterations shall be from Landlord's approved vendor list. Landlord hereby pre-approves ▇▇▇▇▇▇▇ Architecture/Interiors as architect. Portions of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Improvement Allowance shall be payable advanced to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless days after Tenant has delivered to Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all copies of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord original invoices for Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final 's work or labor performed and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy materials or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary supplies furnished in connection with Tenant’s Work. Upon Landlord’s receipt and approval such work; provided that in no event shall Landlord be obligated to disburse any of the final Draw RequestTenant Improvement Allowance after March 31, 2012, and Tenant shall not make more than three (3) separate disbursement requests. Tenant shall obtain such verification, reports and lien waivers and releases from contractors, subcontractors and materialmen and shall satisfy such other standard construction loan disbursement conditions as reasonably may be required by Landlord. Landlord shall disburse not be required to pay more than the Tenant Improvement Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord toward all costs, expenses and charges related to Tenant's Alterations, and Tenant shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and responsible for the reasons therefor) remaining portion of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Requestpayment required.

Allowance. Landlord shall reimburse Tenant for the “hard costs” incurred related to the Tenant Improvements, up to an amount equal to the Allowance (as defined in Section 1.01). The agreements of Landlord and Tenant regarding the Allowance are as follows: (a) Landlord shall contribute to In the event the costs and expenses associated with the Tenant Improvements exceed the Allowance, such excess costs shall be borne solely by Tenant and shall be paid in full by Tenant prior to delinquency. (b) Landlord shall make up to six (6) disbursements of all costs for the planningAllowance in accordance with the pay applications provided by Tenant’s General Contractor, designcertified by Tenant’s architect or its representative (or, permitting, if the cost is not related to the design or construction and construction management of the Tenant Improvements, in by an amount authorized representative of Tenant) and approved by Landlord (such approval not to exceed Allowancebe unreasonably withheld, conditioned or delayed). If All disbursements, except for the final costs for disbursement shall be in amounts not less than $300,000. The first such disbursement shall be made upon Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions completion of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten construction of fifty percent (1050%) of the Allowance Tenant Improvements (based on each Draw Request) until such time as Landlord has received the final Draw Requestprojected costs). The amount of each installment final disbursement shall be paid upon completion of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; Improvements and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date Final Documents (as defined below). Provided, Tenant Landlord’s obligation to make such disbursements shall submit be subject to Landlord Tenant’s 42 final Draw Request which shall include the following conditions: (i) “as built” drawings showing all Landlord shall not be obligated to make any disbursements of the Allowance prior to Tenant’s delivery to Landlord of (A) evidence of Tenant’s Workreceipt of all necessary permits required to commence construction of the Tenant Improvements and (B) a final, complete copy of the CDs, as agreed to by Landlord and Tenant. (ii) a detailed breakdown Landlord shall not be obligated to make more than one (1) disbursement of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, the Allowance in any calendar month. (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect Landlord shall not be obligated to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval make any disbursement of the final Draw RequestAllowance until Landlord receives current Supporting Documents (as defined herein) or Final Documents, as applicable. Landlord shall disburse pay applicable disbursements to Tenant on or before the Allowance less date that is the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within later of: (A) thirty (30) daysdays following Landlord’s receipt of a valid request for disbursement of the Allowance and all appropriate Supporting Documents or Final Documents, unless as applicable, and (B) the date that is two (2) business days immediately following the day on which Landlord notifies receives the corresponding loan disbursement from its mortgagee(s) for purposes of the Allowance (in no event to exceed forty-five (45) days following Landlord’s receipt of the documentation referenced in the foregoing clause (A)). The obligation of Landlord to make each such disbursement of the Allowance is subject to the condition precedent that, on the date of such disbursement, no event has occurred and is continuing which constitutes a Default of Tenant under the Lease. After disbursement of the Allowance (or any portion thereof) by Landlord to Tenant, in writingTenant shall be solely responsible for disbursement to Tenant’s General Contractor, subcontractors, architect, engineers and material suppliers of its rejection payments for the cost of designing, planning and constructing the Tenant Improvements. As used herein, the term “Supporting Documents” shall mean, with respect to each disbursement (and excluding the reasons thereforfinal disbursement) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.Allowance hereunder:

Allowance. (a) Tenant shall receive a total improvement and refurbishment allowance (the "Allowance") which shall be applied towards leasehold improvements and refurbishments as set forth in Section 2.2 (including signage, as set forth in Section 5.4 (c) hereof); the Allowance shall be in the total sum of Fifty-Two Thousand Dollars ($52,000.00). (b) The cost of the leasehold improvements and refurbishments shall be paid monthly by Landlord out of the Allowance based upon the draw schedule and work in place. Tenant and Tenant's construction coordinator shall receive a copy of each monthly requisition. It is hereby agreed that all permanently affixed leasehold improvements, if any, shall immediately become the property of Landlord upon completion unless otherwise agreed to in writing. (c) In the event the total cost of the leasehold improvements and refurbishments is less than the Allowance, Landlord shall contribute retain such amount as its property and there shall be no payment to Tenant or abatement of Rent with respect thereto. (d) In the event the total cost of completing the improvements and refurbishments to the costs and expenses of all costs for Premises shall exceed the planningAllowance (the "Excess Costs"), design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those said Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)cash, less the applicable retainage. Prior to the release of any such installmentin full, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) daysdays after Landlord's demand therefor; provided, unless Landlord notifies however, that at Tenant's election such Excess Costs (but not to exceed Two Dollars [$2.00] per square foot of GRA in the Premises) may be amortized as additional Base Rent over the Main Term, in writing, calculated using an interest factor of its rejection twelve percent (and the reasons therefor) of any or all of the Draw Request12%). To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (Attached hereto as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) Schedule I is a copy of a certificate of occupancy or temporary certificate of occupancy required bills received by Landlord with respect to the performance of the initial improvements to the Premises. (e) Landlord represents and warrants that, if applicableupon the Commencement Date and completion of the improvements and refurbishments to the Premises to be performed by Landlord pursuant to Section 2.2 hereof, together the Premises are and shall be in compliance with all licenses, certificates, permits and other government authorizations necessary in connection requirements of the Americans with Tenant’s WorkDisabilities Act of 1990 (the "ADA"). Upon Landlord’s receipt and approval completion of the final Draw Requestimprovements and refurbishments, Landlord shall disburse be responsible for ADA compliance issues with respect to the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord Common Areas and Tenant shall be made responsible for all ADA compliance issues within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestPremises.

Allowance. Landlord hereby agrees to provide to Tenant an Allowance in the amount of $7.00 per rentable square foot of space in the Premises (being $325,367.00) (“Allowance”). The Allowance shall be used and applied by Tenant as follows: (a) If Tenant so elects by written notice to Landlord, Landlord shall contribute furnish and install approximately 99 parking stalls (“Parking Stalls”) in the area depicted on Exhibit A-1 (“Parking Election”). If Tenant exercises the Parking Election, subject to city approval of the same, Landlord must complete (subject to delays due to permitting, governmental regulations and delays by Tenant in responding to requests for approval), installation of the Parking Stalls on or before six months following the later to occur of (i) Tenant’s notice to Landlord or (ii) the Execution Date. Within thirty (30) days following completion of the Parking Stalls, Landlord shall provide to Tenant evidence of the reasonable costs and expenses paid by Landlord to third parties for the design, permitting and/or installation of the Parking Stalls and a construction management fee equal to 2% of all hard and soft costs for the planning, design, permitting, construction and construction management of the Tenant ImprovementsWork shall be payable to Landlord, in an amount not to exceed and such amounts (if any) shall be credited against the Allowance. If Landlord fails to complete the final costs for Parking Stalls and render them useable on or before the date herein required, Tenant shall have the right to give Landlord notice of such failure and if Landlord fails to complete the Parking Stalls within thirty (30) days after receipt of such notice from Tenant’s Work exceed Allowance, those Excess Costs then Tenant shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay entitled to day-for-day abatement of the Allowance to Tenant consistent with Base Rent payable under the terms and conditions of this Sectionthe Lease as hereby amended, for each day that the completion of the Parking Stalls is delayed. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does the Allowance is not so reject any portion of said Draw Requestused for and applied to the Parking Election, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following Allowance may be used and applied by the Substantial Completion Date (as defined below), Tenant shall submit to Landlord toward payment for Tenant’s 42 final Draw Request which improvements to the Premises (“Tenant Improvements” and “Tenant Improvements Election”). The Construction Rider attached hereto as Exhibit A shall include (i) “as built” drawings showing all of govern Tenant’s Work, (ii) a detailed breakdown construction of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, Tenant Improvements and the Major Subcontractors, allocation and (v) a copy payment of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons funds therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.

Allowance. All Employees residing in privately owned housing or paying economic rent in public housing shall receive: (a) Landlord shall contribute to the costs a housing allowance of four hundred fifty dollars ($450.00)per month, and expenses a utility allowance of all costs for the planningone hundred ninety dollars per month, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be provided that full utilities are being paid by Tenantthe Employee. Provided this Lease is Rent charges to Employees residing in full force and effect and Tenant is units owned or rented by the Employer shall not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten exceed twenty five percent (1025%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment Employee's gross salary, excluding overtime, and will not exceed one-half of the Allowance payable rent charged to the Employer or one-half of the economic rent that would be charged for an equivalent unit. Employee living in units owned or rented by the Employer shall continue to pay their own utilities and municipal service charges. Employees other than casuals and swimming pool Employees receiving benefits pursuant to any such Draw Request By-law paragraphs and as amended by By-law provided that they were permanent Employees prior to July shall continue to receive these benefits pursuant to those paragraphs of the By-law. Student lifeguards and student swimming pool cashiers and casual Employees shall not be entitled to benefits under this Article. Benefits under this Article shall be an amount equal applied on a pro-rated basis to permanent part-time Employees. Upon request of Employees residing in units owned or rented by the Employer, the Employer shall make payroll deductions for the purpose of rent or utilities payable to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced Town. Any permanent or term Employee, not living in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)Employer provided housing, less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which nor receiving benefits under Article shall be accompanied by eligible for a housing supplement of two thousand dollars per annum payable in February if their cost of shelter including utilities exceed twenty five percent (i25%) paid invoices of their regular pay. Applications for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord this supplement shall be made within thirty (30) daysduring the month of January, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all each year of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion duration of the Draw Request. (c) Following the Substantial Completion Date (Collective Agreement. Any disputes as defined below), Tenant to eligibility for this supplement shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect be referred to the PremisesCommittee within fifteen days who shall meet within fifteen (15) days of referral to make a decision binding on all parties. Should the Committee fail to agree or fail to make a decision, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall matter may be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.grieved pursuant to Article

Allowance. For each project the Tenant shall cooperate with the Landlord in completing, posting and, if requested by the Landlord, recording any notice of the Landlord’s non-responsibility regarding the Work. Except as provided for herein and in the Lease, the Premises will be delivered in “as is” condition and there shall be no other tenant improvement allowance. (a) Landlord shall contribute Provided that as of the time of the giving of the Extension Notice and the Commencement Date of the Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the costs Premises, and expenses (z) no Event of all costs Default exists or would exist but for the planningpassage of time or the giving of notice, designor both, permitting, construction and construction management then Tenant shall have the right to extend the Lease Term for one additional term of 5 years (such additional term is hereinafter called the “Extension Term”) commencing on the day following the expiration of the Lease Term (hereinafter referred to as the “Commencement Date of the Extension Term”). Tenant Improvementsshall give Landlord written notice (hereinafter called the “Extension Notice”) of its election to extend the term of the Lease Term at least 6 months, in an amount not prior to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this scheduled expiration date of the Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this SectionTerm. (b) The Allowance Base Rent payable monthly by Tenant to Landlord during the Extension Term shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) greater of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since Base Rent applicable to the last disbursement subject to customary retentions; year of the initial Lease term and (ii) the then prevailing market rate for comparable space in the Project and comparable buildings in the vicinity of the Project, taking into account the size of the Lease, the length of the renewal term, market escalations and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs, or expenses saved by Landlord by reason of Landlord’s not having to find a certificate signed by new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). In the Architect or event Landlord and Tenant fail to reach an agreement on such rental rate and execute the Amendment (defined below) at least 4 months prior to the expiration of the Lease, then Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval exercise of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord renewal option shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (deemed withdrawn and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord Lease shall timely pay such acceptable portion of the Draw Requestterminate on its original expiration date. (c) Following The determination of Base Rent does not reduce the Substantial Completion Date (Tenant’s obligation to pay or reimburse Landlord for Operating Expenses and other reimbursement items as defined below)set forth in the Lease, and Tenant shall submit reimburse and pay Landlord as set forth in Lease with respect to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final such Operating Expenses and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required other items with respect to the PremisesPremises during the Extension Term. (d) Except for the Base Rent as determined above, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval occupancy of the final Draw RequestPremises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease. (e) Time is of the essence as to the giving of the Extension Notice. If Tenant does not give the Extension Notice within the period set forth in paragraph (a) above, Tenant’s right to extend the Lease Term shall automatically terminate. (f) Landlord shall disburse have no obligation to refurbish or otherwise improve the Allowance less Premises for the Construction Management FeeExtension Term. Payment The Premises shall be tendered on the Commencement Date of the final Draw Request by Extension Term in “AS-IS” condition. (g) If the Lease is extended for the Extension Term, then Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, prepare and Tenant shall execute an amendment to the Lease confirming the extension of its rejection (the Lease Term and the reasons thereforother provisions applicable thereto. (h) of any or all If Tenant exercises its right to extend the term of the final Draw Request. To Lease for the extent Landlord does not so reject any portion of said Draw RequestExtension Term pursuant to this Addendum, Landlord the term “Lease Term” as used in the Lease, shall timely pay such acceptable portion of the final Draw Requestbe construed to include, when practicable, this Extension Term.

Allowance. (a) As stated above, all Work shall be done at Tenant’s expense, including building permit fees, other fees, architectural and engineering expenses and other expenses relating to Tenant’s Work. However, Landlord shall contribute provide Tenant with an allowance of $35.00 per rentable square foot in the Leased Premises, totaling to $325,745.00 (the “Allowance”). Tenant understands that if the cost of Tenant’s Work, including without limitation any changes in Tenant’s Work, exceeds the Allowance, then Tenant shall be solely responsible for all such costs and expenses of all costs for the planning, design, permitting, construction and construction management in excess of the Allowance. The Allowance shall be paid to Tenant Improvements, following receipt of the following documentation (i) full and final waivers of liens from the general contractor and the subcontractors retained by Tenant in an amount not equal to exceed Allowancethe portion of the Allowance to be disbursed, (ii) completion certificates from Tenant, the general contractor and Tenant’s architect, (c) a sworn contractor’s affidavit from the general contractor, and (d) a request to disburse from Tenant containing an approval by Tenant of the work done, receipted bills covering all labor and materials expended and used in connection with the improvements. If Tenant has not previously paid the final costs general contractor for Tenant’s Work exceed Allowancethe cost of the improvements, those Excess Costs shall be paid by TenantLandlord, at its option, may pay the Allowance directly to the order of the general contractor that performed the improvements or to the joint order of the general contractor and all included subcontractors. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure periodNotwithstanding anything herein to the contrary, Landlord shall pay not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under this Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. The Allowance may only be used for the cost of labor, material and contractor’s fees for the improvements to the Leased Premises, and the cost of preparing plans and drawings in connection therewith. In no event shall the Allowance be used for the purchase of equipment, furniture and other items of personal property of Tenant. In the event Tenant consistent with has not presented proper documentation evidencing the terms and conditions use of this Sectionthe entire Allowance by February 28, 2005, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to If the actual construction costs paid by Tenant for completed portions of exceed the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)Allowance, less the applicable retainage. Prior to the release of any such installment, then Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for pay the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; excess and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall not be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons responsible therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following If the Substantial Completion Date (as defined below)actual construction costs are less than the Allowance, then Tenant shall submit not be entitled to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Requestthe unexpended Allowance, Landlord which shall timely pay such acceptable portion of the final Draw Requestbelong to Landlord.

Allowance. (a) Landlord shall contribute Upon and subject to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. Section 3(c), Landlord shall reimburse Tenant for the cost of Tenant’s performing its initial tenant improvements in the Premises (b) The Allowance shall be payable to Tenant upon written requisition (the “Draw RequestTenant’s Work”) in installments as [which may be performed at any time during the Tenant’s Work progresses, but in no event more frequently than on one first twelve (112) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) Lease Months of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant Term]; provided, however, Landlord’s obligation to any such Draw Request shall be an amount equal to the actual costs paid by reimburse Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since shall be: (i) limited to the last disbursement subject to customary retentionslesser of (A) actual construction costs incurred by third parties on behalf of Tenant in its construction of the Tenant’s Work; and (B) an amount up to, but not exceeding, $17,020.00 (the “Allowance”); and (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon conditioned upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord written notice (which notice shall be made within thirty (30accompanied by invoices and documentation set forth below) days, unless Landlord notifies Tenant, in writing, of its rejection (and from Tenant that the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with and accepted by Tenant. Landlord shall make payment for the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made Work (limited as described above) within thirty (30) daysdays following Tenant’s delivery to Landlord of: (x) third-party invoices for costs incurred by Tenant in constructing the Tenant’s Work; (y) evidence that Tenant has paid the invoices for such costs; and (z) final, unless Landlord notifies Tenant, unconditional lien waivers in writing, of its rejection (and the reasons therefor) of statutory form from any contractor or all of the final Draw Request. To the extent Landlord does not so reject subcontractor who has constructed any portion of said Draw Request, Landlord shall timely pay such acceptable the Tenant’s Work or any materialman who has supplied materials used or incorporated into any portion of the final Draw RequestTenant’s Work. The Tenant’s Work shall be performed in accordance with all the provisions of the Lease. All bills for the Tenant’s Work must be submitted on or before May 31, 2013, and Landlord will make no further payments related to the Tenant’s Work with respect to disbursement requests submitted to Landlord after such date. Landlord shall have no obligation to pay the Allowance at any time that Tenant is in default of its obligations under this Lease.

Allowance. Landlord agrees to provide Tenant a tenant improvement allowance in the amount of Seven Hundred Ninety-three Thousand Five Hundred Twenty Dollars (a$793,520) Landlord shall contribute to (the costs and expenses of all costs "Allowance") for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall be payable applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant upon written requisition Improvements Costs. Any and all costs in excess of the Allowance required to complete the construction of the Tenant Improvements in accordance with subparagraph (“Draw b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, Tenant shall submit to Landlord for its review and approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the Premises in connection with the construction of the Tenant Improvements ("Payment Request”) in installments as "). Each Payment Request shall be accompanied by a certification signed by the Tenant’s Work progresses's general contractor and the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs to construct the Tenant Improvements, but including change orders, and the amount expended for such items to date and the estimated costs to complete the Tenant Improvements. In addition, each Payment Request shall be accompanied by lien release waivers from all contractors, subcontractors and materialmen to be paid through such Payment Request and, with respect to completed work, final lien release waivers, all in no event more frequently than on one form and content acceptable to Landlord. Within ten (110) occasion during any thirty business days after Landlord's approval of each such Payment Request, Landlord shall cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (3090%) day periodof such approved Payment Request times the ratio which the total Allowance bears to the total construction cost set forth in the certifications by Tenant's general contractor and architects. Landlord may withhold shall cause to be disbursed the ten percent (10%) retention amount, up to the limit of the Allowance (on each Draw Request) until such time as Landlord has received Allowance, upon the final Draw Request. The amount issuance of each installment an unqualified Certificate of Occupancy for the Premises and the expiration of the Allowance payable pursuant to period in which liens may be filed against the Premises by any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)contractor, less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect subcontractor or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any materialmen furnishing goods or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary services thereto in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw RequestTenant Improvements.

Allowance. (a) Landlord shall contribute to the costs and expenses of all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and So long as Tenant is not in default hereunder beyond any applicable notice and cure periodunder the Amended Lease, commencing as of the mutual execution of this Amendment ("Allowance Availability Date"), Landlord shall pay the Allowance make available to Tenant consistent an allowance of up to One Hundred Thousand and No/100ths Dollars ($100,000.00) (the "Allowance") which shall be used by Tenant to pay for costs of completing refurbishments (the "Refurbishment Work") to the Premises subject to Landlord's prior written approval and Tenant's compliance with the terms and conditions of this Section. (b) The Allowance shall be payable to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progressesLease, but in no event more frequently than on one (1) occasion during any thirty (30) day periodincluding, without limitation, Sections 12 and 13.1 thereof. Landlord may withhold ten percent (10%) shall pay Tenant the lesser of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment actual cost of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Refurbishment Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) daysdays after Tenant submits to Landlord copies of any and all contracts, unless Landlord notifies receipts, and lien waivers or releases, evidencing: (a) the costs incurred by Tenant for the Refurbishment Work, (b) the costs which have been paid in full by Tenant, and (c) the absence of any liens from any person or entity performing work and/or providing services and/or supplies in writingconnection with the Refurbishment Work. Notwithstanding the foregoing, if Tenant has not substantially completed the Refurbishment Work and requested payment of its rejection the applicable portion of the Allowance by the last day of the twelfth (12th) calendar month following the Allowance Availability Date, Tenant's right and interest in and to the Allowance, and Landlord's obligation to pay the Allowance to Tenant, shall be null and void and of no further force or effect. Except for the Allowance and the reasons thereforRoof Work as provided in Section 3(b) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Requestbelow, Landlord shall timely pay such acceptable portion not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed Premises in accordance conjunction with the Drawings, (iv) supporting final lien waiversNew Term, and releases executed by Tenant hereby accepts the General ContractorPremises in its current "AS-IS" and "WHERE-IS" condition. Tenant further acknowledges that except as expressly provided in this Amendment, and neither Landlord nor any agent of Landlord has made any representation or warranty regarding the Major Subcontractorscondition of the Premises, and (v) a copy of a certificate of occupancy the improvements, refurbishments, or temporary certificate of occupancy required alterations therein, if any, or the Property, or with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval functionality thereof or the suitability of any of the final Draw Request, Landlord shall disburse foregoing for the Allowance less the Construction Management Fee. Payment conduct of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request's business.

Allowance. (a) Landlord shall contribute provide Tenant with a tenant improvement allowance in an amount not greater than Nine Hundred Twenty-Two Thousand Two Hundred Twenty-Two and 00/100 Dollars ($922,222.00) (the “Allowance”) to be applied to the costs and expenses cost to perform Landlord’s Work. A four percent (4%) construction project management fee based upon the total cost of all costs for the planning, design, permitting, construction and construction management Landlord’s Work shall be paid to Landlord out of the Tenant Improvements, in Allowance. Landlord shall pay the aggregate cost of Landlord’s Work up to an amount not to exceed Allowancethe Allowance and Tenant shall pay the excess of the aggregate cost of the Landlord’s Work over the Allowance (the “Excess”). If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall Landlord estimates at any time or from time to time that there will be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure periodan Excess, Landlord shall pay notify Tenant in writing of Landlord’s good faith estimate of the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance amount thereof, which estimate shall be payable to itemized in reasonable detail. Tenant upon written requisition (“Draw Request”) in installments as the Tenantshall pay Landlord’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) good faith estimate of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment Excess billed by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and days after it receives Landlord’s b▇▇▇ therefor. In the reasons therefor) of event Tenant fails to timely pay any or all such good faith estimate of the Draw Request. To the extent Landlord does not so reject any portion of said Draw RequestExcess, such failure shall be deemed a Tenant Delay and Landlord shall timely pay be entitled to suspend the performance of Landlord’s Work until such acceptable time as such payment is received by Landlord. If the aggregate total cost of Landlord’s Work performed pursuant to this Work Letter is less than the Allowance, then Tenant may use any unused portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Allowance toward Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all moving expenses from its existing location to the Premises and toward the cost of Tenant’s Workfurniture, (ii) a detailed breakdown of Tenant’s final fixtures and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from equipment to be utilized by Tenant at the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, Premises and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect Tenant may use up to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) $40,448.33 of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable unused portion of the final Draw RequestAllowance toward the next installment of Base Rent due hereunder. Any other remaining portion of the Allowance shall be retained by Landlord.

Allowance. (ai) Landlord shall contribute perform the Landlord’s Work shown in accordance with the Construction Drawings and in accordance with the other requirements of this Lease. Landlord’s construction manager for the Landlord’s Work shall be ▇▇▇▇▇▇▇▇ Realty Management, who shall supervise the general contractor selected by Landlord. Landlord shall pay for a portion of the cost of the Landlord’s Work (i.e., the sum of the Hard Costs of Landlord’s Work and the Construction Management Fee) in an amount (the “Allowance”) not to exceed the Maximum Allowance and Tenant shall pay for any and all costs and expenses of all costs for associated with the planningLandlord’s Work (including, designwithout limitation, permittingsuch additional expenses which result from any special work, construction and construction management materials, finishes or installations required by Tenant, unforeseen field conditions, or from any delays in the Landlord’s Work occasioned by Tenant) in excess of the Tenant ImprovementsMaximum Allowance, in an amount not to exceed Allowance. If the final costs for if any (“Tenant’s Work exceed Allowance, those Excess Costs shall be paid by TenantShare”). Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall may be payable to Tenant upon written requisition used and applied only against the cost of labor and materials, general contractor’s overhead and profit, contractors* insurance, taxes, bonds and permit fees, impact fees and other similar fees required (collectively, “Draw RequestHard Costs”) in installments as connection with Landlord’s Work, except that (x) up to $[******] (i.e., $[******] per rentable square foot of the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%Premises) of the Allowance (on each Draw Request) until such time as Landlord has received may be used by Tenant to reimburse Tenant for the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual following documented, out-of-pocket “soft” costs incurred by Tenant: costs paid by Tenant for completed portions the purchase and installation of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence)furniture, less the applicable retainage. Prior to the release of any such installmentfixtures and equipment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; architectural and (iii) partial lien waivers by the general contractor engineering fees and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty Fee (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), (y) up to $[******] (i.e., $[******] per rentable square foot of the Premises) of the Allowance may be used by Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all reimburse Tenant for the Hard Costs of Tenant’s Work, and (z) any unused Allowance may be used for approved change orders as provided in Section 5(i) below. (ii) a detailed breakdown All costs of TenantLandlord’s final and total construction costsWork (which shall include the Construction Management Fee [defined below], together with receipted invoices showing which Construction Management Fee shall be deducted from the Allowance by Landlord) in excess of the Maximum Allowance shall be paid by Tenant to Landlord upon Landlord’s demand therefor. Tenant shall not be entitled to any credit or payment thereof, from Landlord for any portion of the Allowance not utilized by Tenant on or before the date that is nine (9) months after the Commencement Date of the Term of the Lease. (iii) a certifiedFor purposes hereof, written statement the “Construction Management Fee” shall equal the sum of (x) $[******] plus (y) two percent (2%) of the difference of (i) $[******] subtracted from (ii) the Architect that total of all Hard Costs of TenantLandlord’s Work has been completed in accordance with the Drawings, and all architectural and engineering fees incurred by Landlord. (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect Notwithstanding anything to the Premisescontrary herein, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of addition to the final Draw RequestAllowance, Landlord shall disburse contribute $[******] towards the Allowance less cost of Landlord’s Work, representing half of certain costs associated with the Construction Management Fee. Payment construction of the final Draw Request by Landlord shall be made within thirty (30) daysdemising wall between the Premises and other premises, unless Landlord notifies Tenantplus the amount of $[******] representing the contractor’s overhead therefor, in writing, for a total contribution of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request$[******].

Allowance. (a) Landlord shall contribute to the costs and expenses of pay all costs for the planning, design, permitting, construction and construction management of the Tenant Improvements, Improvement Costs in an amount not to exceed the Allowance. If the final costs for Tenant’s 's Work exceed Allowancethe Allowance (“Excess Costs”), those Excess Costs shall be paid by TenantTenant following full disbursement by Landlord of the Allowance. Provided this Lease is in full force and effect and Tenant is not in default Default hereunder beyond any applicable notice and cure grace period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section.. Prior to, during and following Tenant’s Work, as the case may be, Landlord shall make monthly disbursements of the Allowance as follows: (bi) The Allowance On or before the twenty fifth (25th) day (the “Submittal Date”) of each calendar month commencing with the first calendar month following the execution of the contract with the General Contractor, the General Contractor or Tenant shall be payable deliver to Tenant upon written requisition Landlord (a) a request for payment (“Draw Request”); (b) in installments as the invoices from all contractors, consultants, materialmen, laborers and suppliers directly retained by Tenant for Tenant’s Work progressesfor the applicable payment period (which are covered by the Request for Payment); and (c) executed conditional mechanic’s lien releases from subcontractors and other parties (who have potential mechanics’ liens rights under applicable law), but for all work requested to be paid; and (d) unconditional lien releases, if applicable, for all Tenant’s Work paid for from the Allowance on any prior Draw Request. Landlord’s receipt of the Draw Request shall be deemed to constitute Tenant’s authorization for Landlord to disburse the amounts requested to General Contractor and to deduct such amounts from the Allowance. (ii) On or before ten (10) days after Landlord’s receipt of a Draw Request (the “Payment Date”), and provided Landlord receives the items set forth in no event more frequently than on one clauses (1a) occasion during any thirty – (30d) day period. above, Landlord may withhold shall deliver a check to Contractor or Tenant, as directed by Tenant, in payment of the lesser of (A) the amounts so requested less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining portion of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to any such Draw Request shall be not including an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentenceFinal Retention), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and . (iii) partial lien waivers by Checks for the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord Final Retention payable to General Contractor shall be made delivered by Landlord, as directed by Tenant, to Tenant or the General Contractor within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection days following submission by Tenant of: (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (ia) “as as-built” drawings showing all of Tenant’s WorkTenant Improvements, (iib) a detailed breakdown of Tenant’s 's final and total construction costs, together with receipted invoices showing payment thereof, (iiic) a certified, written statement from the Architect Tenant's architect that all of Tenant’s Work Tenant Improvements has been completed in accordance with the Drawings, (ivd) all required AIA forms, supporting final lien waivers, and releases executed by the architect, General Contractor, the major subcontractors and the Major Subcontractorsall subcontractors and suppliers in connection with Tenant Improvements who by law have potential mechanic’s lien rights), and (ve) a copy of a certificate of occupancy or temporary amended certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant’s Work's business from the Premises, and (f) proof reasonably satisfactory to Landlord that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements, including, at Landlord's option, a certificate from Landlord's construction manager after inspection of Tenant Improvements (“Final Retention Draw Request”). Upon Landlord’s 's receipt and approval of the final Final Retention Draw Request, Landlord shall disburse pay the balance of Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord in good faith notifies Tenant, in writing, of its rejection dispute (and the reasons therefor) of any or all of the final Final Retention Draw Request. To the extent Landlord does not so reject any portion of said Final Retention Draw Request, Landlord shall timely pay such acceptable portion of the final Final Retention Draw Request.

Allowance. (a) Landlord shall contribute provide Tenant with an additional leasehold improvement allowance of up to $600,000 (the “Allowance”). The Allowance may only be used for leasehold improvements in and to the Premises, which improvements shall be consistent in quality and type with those leasehold improvements already in place. In no event shall the Allowance be used for trade fixtures, equipment, furnishings or other removable personal property of Tenant. Any leasehold improvements constructed by Tenant in the Premises shall be constructed pursuant to plans and specifications approved by Landlord and by a general contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and shall otherwise be constructed in accordance with the provisions of Sections 9 and 10 of the Lease. All construction shall be done at Tenant’s expense (provided that Tenant shall be reimbursed for the Allowance as set forth herein), in a good and workmanlike manner, and shall comply at the time of completion with all Laws and Requirements. Tenant shall deliver to Landlord copies of all certificates of occupancy, permits and licenses required to be issued by any authority in connection with Tenant’s construction. Draws against the Allowance shall be disbursed to Tenant by Landlord promptly (and in no event later than thirty (30) calendar days) after submittal by Tenant to Landlord of evidence of the costs and expenses of the leasehold improvements, evidence of payment thereof by Tenant, and lien waivers from all costs for persons supplying labor or materials to the planningleasehold improvements. The Allowance may be disbursed in periodic draws, design, permitting, construction and construction management of the Tenant Improvements, in an amount not to exceed Allowancebut no more frequently than monthly. If the final costs for Tenant’s Work and expenses of the leasehold improvements in and to the Premises exceed the Allowance, those Excess Costs Tenant shall be paid solely responsible for payment of any excess. In the event the budget for the leasehold improvements is estimated by Tenant. Provided this Lease is in full force and effect Landlord and Tenant is not to exceed 125% of the Allowance, Tenant will either (i) directly pay (without recourse to the Allowance), and provide Landlord lien waivers for, that portion of the construction costs sufficient to bring the remainder of the budgeted costs within the Allowance, or (ii) deposit the amount in default hereunder beyond any applicable notice and cure period, Landlord shall pay excess of the Allowance with Landlord to be disbursed by Landlord after the full disbursement of the Allowance, to insure that all construction is completed lien free (any excess Tenant consistent with the terms and conditions of this Section. (b) The Allowance shall funds will be payable returned to Tenant upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) completion of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment project and full payment of the Allowance payable pursuant to any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentenceproject costs), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the final Draw Request, Landlord shall disburse the Allowance less the Construction Management Fee. Payment of the final Draw Request by Landlord shall be made within thirty (30) days, unless Landlord notifies Tenant, in writing, of its rejection (and the reasons therefor) of any or all of the final Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the final Draw Request.