Common use of Allowance Clause in Contracts

Allowance. (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of up Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to $80,000, to install, supply and otherwise to construct adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements in to the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for additional costs incurred in the upfit that are approved monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in writingmonthly installments, based upon requests for payment submitted by Landlord not more than monthly. The Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant Improvement Allowance shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may not be used by elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as an offset against to any rent excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due hereundershall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant agrees to pay to Landlord, within thirty (30) days Allowance shall be used for the cost of receipt of an invoice, all costs and expenses in excess the construction of the Tenant Improvement Allowance incurred Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in connection with Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writingonly). Tenant will be billed shall receive a credit against the Base Rent to become due under the Lease for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval any unused portion of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of Allowance, but in no event shall such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereundercredit exceed $50,000.00. (c) Unless otherwise specified In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the Plans“Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), materials used plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in its upfit at Exhibit D in excess of the Building Additional Allowance shall be customary for this type paid to Landlord as part of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordTenant’s Costs. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees shall provide to provide Tenant, an allowance of (x) up to Sixty and No/100 Dollars ($80,00060.00) per rentable square foot of the Fifth Amendment Expansion Space (the “ES Allowance”), (y) up to install12/100 Dollars ($0.12) per rentable square foot of the Fifth Amendment Expansion Space (the “SP Allowance”) and (z) up to Two and 50/100 Dollars ($2.50) per rentable square foot of the Fifth Amendment Expansion Space (the “Bathroom Allowance”; together with the ES Allowance and the SP Allowance, supply the “Allowance”), subject to the terms and otherwise conditions set forth herein. The Allowance shall be used by Tenant to construct pay for the cost of Tenant’s construction of the Tenant Improvements, including, without limitation, hard construction costs, soft costs (such as permitting, architectural and engineering fees) voice and data wiring and cabling costs and furniture, fixtures and equipment expenses; provided, however, the Bathroom Allowance shall be used only for Tenant Improvements in the Premises that will become a part bathroom(s) for the Phase 2 Expansion Space. All Tenant Improvements shall be (a) subject to all other terms and conditions of the Building Lease; (the "Tenant Improvement Allowance")b) based on plans previously approved by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; (c) performed in a good and workmanlike manner by contractors previously approved by Landlord, such approval shall not be unreasonably withheld, and (d) be in compliance with all applicable laws and regulations. Tenant is fully responsible for the payment of all costs Any approval (including deemed approval) by Landlord in connection with the Tenant Improvements in excess shall be subject to the terms and conditions of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingLease. The Allowance shall be payable directly to Tenant Improvement by Landlord and Landlord shall disburse the Allowance may not be used by to Tenant as an offset against any rent payments due hereunder. on a periodic basis (bbut no more than once per month) within 30 days after receipt from Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoiceof: (i) fifty percent (50%) reasonable documentation of payment by Tenant for materials and labor, as the case may be, with respect to the Tenant Improvements that are the subject of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvementsrequisition; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and partial lien waivers or final lien waivers, as applicable, from any contractors or laborers hired by Tenant to perform any Tenant Improvements in the Premises are ready for delivery to TenantFifth Amendment Expansion Space and/or Original Premises; (iii) five percent prior to the final requisition only, a certificate of occupancy or equivalent document issued by a local government agency or building department certifying the Tenant Improvements compliance with applicable building codes and other laws, and indicating the Phase 1 Expansion Space, and/or Original Premises (5%as applicable) to be in a condition suitable for occupancy; and (iv) any other information or materials reasonably requested by Landlord with respect to the requisition or Tenant Improvements in question. Any portion of such costs and expenses the Allowance which has not been properly requisitioned by Tenant on or before the last day of the twenty-fourth (24th) calendar month following the Phase 2 Expansion Effective Date shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used deemed forfeited by Tenant in its upfit at and Landlord shall have no further obligation with respect thereto. Notwithstanding the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitforegoing, Landlord shall have the right not be obligated to cease all work under this Exhibit until such time as pay any Allowance (and Tenant shall cure not be permitted to submit any such requisition for any portion of the Allowance) at any time when there exists a default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitthe Lease, beyond applicable notice and cure periods. Notwithstanding anything to the contrary contained in the Lease, in no event shall Tenant be obligated to pay Landlord a supervisory or oversight fee for the completion of the Tenant Improvements, nor shall Tenant be obligated to provide any secure assurances for the completion of the same.

Allowance. Landlord shall contribute an amount not to exceed Two Hundred Thirteen Thousand Five Hundred Seventy-Five and No/100 Dollars (a$213,575.00) Landlord agrees (the “Allowance”) towards the expenses associated with Tenant’s move to provide an allowance the Leased Premises, such as, improvements to the Leased Premises (not included as part of up Exhibit B), furniture, critical cooling, cabling, technology, telecommunications and other similar costs. Tenant shall not be required to $80,000, to install, supply and otherwise to construct apply the Tenant Improvements in Allowance toward the Premises that will become a part construction of the Building (or the "Tenant Improvement Allowance"). Tenant is fully responsible for construction of the payment Leased Premises to its turnkey condition, including the placement of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingdemising walls, finishes and signage. The Allowance shall be paid to Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess after (a) Tenant has taken possession of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection Leased Premises, (b) shall be a default hereunder Tenant has executed and shall be treated hereunder delivered to Landlord the Letter of Understanding described in the same manner as a default of Tenant in paying Base Rent hereunder. Exhibit C hereto, and (c) Unless otherwise specified in Tenant has delivered to Landlord invoices or other evidence reasonably acceptable to Landlord documenting the Planscost of such relocation. Notwithstanding anything to the contrary contained herein, materials upon an early termination of the Lease for any reason (including, but not limited to, casualty or condemnation), Tenant shall promptly pay to Landlord the unamortized portion of said amount. Tenant may request that any unused portion of the Allowance be used by as a credit against rent. Tenant in its upfit at must use the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is locatedAllowance on or before June 30, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should 2015, or Tenant default under this Exhibit, Landlord shall have the no further right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibituse the Allowance.

Allowance. (a) Landlord agrees to will provide Tenant with an allowance of up $6,940,000.00 (the “Allowance”) as a credit against the Tenant Improvement Costs, which Allowance shall be allocated as follows: $3,575,000.00 to Phase I, $80,0001,717,500.00 to Phase II, and $1,647,500.00 to installPhase III (each such amount, supply a “Phase Cap”). “Tenant Improvement Costs” means, collectively, all the actual costs of designing, engineering, permitting (including impact fees), and otherwise to construct constructing the Tenant Improvements in accordance with the Final Plans (as amended by all Change Orders, as hereafter defined) and all other hard and soft costs associated with the preparation of the Premises that will become for Tenant’s use and occupancy, including Tenant’s costs for design, architectural, and engineering consultants; all costs associated with the installation and completion of the Tenant Improvements; all conduit, cabling and wiring for Tenant’s telecommunications, computer and/or data systems; and all other furnishings, :fixtures and equipment permanently attached and made a part of the Building (Premises required for Tenant’s use and occupancy of the "Tenant Improvement Allowance")Premises. Tenant is fully responsible Notwithstanding anything herein to the contrary, in no event shall the Allowance be used for the payment purchase of all costs Tenant’s Property, other than conduit, cabling and wiring for Tenant’s telecommunications, computer and data systems in connection with the Tenant Improvements in excess of Premises. If the Tenant Improvement Allowance Costs exceed the Allowance, Tenant will be solely responsible for additional and pay the full amount of such excess costs incurred in the upfit that are approved by as and when due. In addition, Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to shall pay to Landlord, within thirty (30) days of after receipt of an invoiceLandlord’s written demand therefor, all a construction management and oversight fee equal to One and 50/100 Percent (1.50%) of the hard costs component of the total Tenant Improvement Costs for a Phase to compensate Landlord for reviewing the plans for the Tenant Improvements for such Phase, reviewing and expenses processing Allowance Requests, and for costs incurred by Landlord in excess facilitating Tenant’s completion of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list itemsPhase. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have reserves the right to cease all work under this Exhibit until deduct such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitfee from the Allowance.

Allowance. (a) Landlord Subject to the terms and conditions hereinafter set forth, Sublessor agrees to provide a construction allowance (“Sublessor’s Contribution”) to reimburse Sublessee for a portion of the cost expended by Sublessee to perform Sublessee’s Initial Work to prepare the Subleased Premises for its occupancy, in an allowance aggregate amount of up One Million Seven Hundred Fifty-eight Thousand Three Hundred Seventy-five ($1,758,375.00) DOLLARS. Sublessee shall have the right to $80,000, to install, supply and otherwise to construct use Sublessor’s Contribution either in part or in its entirety for any portion of the Tenant Improvements Subleased Premises. Sublessor shall fund Sublessor’s Contribution requisitioned in the Premises that will become a part manner set forth in Subsections 21(b) and 21(c) below, but only if all of the Building following conditions shall have been satisfied in all material respects: (i) An Event of Default shall not have occurred as of the "Tenant Improvement Allowance"). Tenant is fully responsible date of Sublessee’s request for payment; and (ii) Sublessee shall have delivered to Sublessor a completed requisition for payment certified by Sublessee or Sublessee’s architect stating or accompanied by: (a) the payment of all costs amount being requested, (b) either (x) invoices then due and payable in connection with the Tenant Improvements in excess design and construction of the Tenant Improvement Allowance Subleased Premises as part of Sublessee’s Initial Work that relate to such requisition, or (y) a statement from Sublessee that Sublessee has paid such invoices, (c) that the work to which such requisition relates has been performed in good and workmanlike manner substantially in accordance with the plans and specifications therefore and in compliance with all Legal Requirements, and (d) with respect to all requisitions made by Sublessee subsequent to the first requisition made by Sublessee pursuant to this subdivision 21(a)(ii), either (1) receipted invoices for additional costs incurred in all labor and materials that were the upfit subject of the immediately preceding requisition, or (2) a statement from Sublessee that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereundersuch invoices were paid. (b) Tenant agrees to Sublessee shall pay to LandlordSublessor Sublessor’s actual reasonable out-of-pocket costs associated with the review and approval of any plans or construction documents for Sublessee’s Initial Work and Sublessor may deduct from any pay-out amount of Sublessor’s Contribution showing reasonable evidence of such costs. (i) Provided that Sublessee shall have complied with all of the conditions set forth in the foregoing Subsection 21(a), Sublessor shall in accordance with the provisions of subsection 21(b)(ii) below, either (a) within ten (10) Business Days deliver to Sublessee a written notice that Sublessor disputes Sublessee’s right to be paid all or a portion of the requisitioned amount (“Sublessor’s Requisition Dispute Notice”), which Sublessor’s Requisition Dispute Notice shall set forth in reasonable detail the reasons for such dispute and the amount in dispute, or (b) pay to Sublessee (or, at Sublessee’s express written direction, but subject to the provisions of Subsection 21(d) below, directly to Sublessee’s general contractor) the requisitioned amount (or the undisputed portion of the requisitioned amount), provided, however, that (x) the aggregate of all such payments by Sublessor shall not exceed the amount of Sublessor’s Contribution, and (y) Sublessor shall not be required to make more than one (1) payment per calendar month and (z) if Sublessor shall reasonably so require, the disbursements required to be made by Sublessor pursuant to this Section 21 shall be subject to a retention ten (10%) percent (but in no event an amount greater than $100,000) until Sublessee’s Initial Work shall have been finally and fully completed and lien waivers delivered. (ii) If Sublessee shall deliver the requisition for payment required by subdivision 21(a)(ii) above, then, unless, within ten (10) days thereafter, Sublessor shall have delivered a Sublessor’s Requisition Dispute Notice to Sublessee, Sublessor shall pay to Sublessee the requisitioned amount (or undisputed portion thereof) not more than thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) immediately following Sublessee’s delivery of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates requisition for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery payment to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderSublessor. (c) Unless otherwise specified Sublessee shall have the right to use Sublessor’s Contribution, in such manner as Sublessee shall solely determine, for the Plansdesign and construction of the Subleased Premises including, materials without limitation, demolition, cabling and wiring work, and the purchase and installation of furnishings, fixtures and equipment; provided, however, that any portion of Sublessor’s Contribution that is not used by Tenant for reimbursement of Sublessee’s actually incurred costs in its upfit at connection with Sublessee’s Initial Work or any of the Building shall other foregoing costs may be customary for applied toward Base Rent or Additional Rent under this type of upfit Sublease, in Sublessee’s discretion, once the Initial Work has been completed and Building and readily available in the market where the Building is located, all as reasonably determined by Landlordlien waivers delivered. (d) The Final Plans are included on Exhibit B.At the written direction of Sublessee and provided that Sublessee shall have complied with all of the provisions of this Section 21 related to a request for payment of a portion or portions of Sublessor’s Contribution, Sublessor shall pay such portion or portions of Sublessor’s Contribution directly to Sublessee’s general contractor, provided that: (i) such contractor acknowledges in writing to Sublessor in advance of such payment that (x) such contractor has no agreement or privity of contract with Sublessor, (y) Sublessor’s only obligation for payment of Sublessor’s Contribution is to Sublessee, and that such contractor is not a third party beneficiary under this Lease, and (z) such contractor provides Sublessor with a general release and waiver of liability in connection with such payment, in a form reasonably satisfactory to Sublessor; and (ii) Sublessee indemnifies and holds Sublessor harmless from and against any claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Sublessor as a result of such general contractor or any other subcontractors making a claim against Sublessor because Sublessor has agreed to pay a portion or portions of Sublessor’s Contribution directly to such general contractor. (e) Should Tenant default under this ExhibitIf Sublessor shall deliver to Sublessee a Sublessor’s Requisition Dispute Notice, Landlord then Sublessee shall have the right to cease submit such dispute to expedited arbitration, in accordance with the provisions of this Lease, to determine whether Sublessee’s claim of an alleged Sublessor default in connection with the payment of such portion of Sublessor’s Contribution is valid. If Sublessee shall prevail in such arbitration proceeding, or if Sublessor shall fail to timely deliver a Sublessor’s Requisition Dispute Notice with respect to all work under this Exhibit or any portion of the installment of Sublessor’s Contribution requested and fail to timely pay to Sublessee all or any portion of the installment of Sublessor’s Contribution then due, then Sublessee shall have the right to offset against the next installment of Base Rent and Additional Rent an amount equal to such portion of Sublessor’s Contribution which Sublessor failed to pay to Sublessee, together with interest thereon at the Interest Rate from the date that Sublessor was first obligated to disburse said portion of Sublessor’s Contribution until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure the date that the same shall be a delay by Tenant under this Exhibitfully paid or offset; provided, however, that, in the case of all disputed amounts, Sublessee shall in no event have the right to apply such offset during the first ten (10) Business Days following the rendering of the arbitrator’s decision, and such offset right shall only be available to Sublessee if Sublessor shall not have made the required payment to Sublessee prior to the expiration of said ten (10) Business Day period, together with interest thereon at the Interest Rate from the date that said installment first came due until the date that the same is fully paid.

Allowance. (aAs an inducement to Tenant’s entering this Second Amendment, Landlord shall, subject to Sections 4(b) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part through 4(e) of the Building First Amendment and the last sentence of this Section 5, provide to Tenant a tenant improvement allowance equal to Four Hundred Fifty Five Thousand and Seventy Dollars ($455,070.00) (the "Tenant Improvement “Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not ”) to be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess after the commencement of the Extended Term, and if not otherwise utilized by Tenant Improvement Allowance pursuant to its Right of First Offer (as defined below) prior to commencement of the Extended Term, solely for costs incurred in connection with the by Tenant Improvements for Alterations to the extent Premises performed in accordance with Article 11 of the costs and expenses are approved by Tenant in writingLease. Tenant will Notwithstanding anything to the contrary, the Allowance shall not be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days applied to any of invoicethe following: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; of any of Tenant’s Property including without limitation telecommunications and computer equipment and all associated wiring and cabling, any de-mountable decorations, artwork and partitions, signs, and trade fixtures, (ii) forty-five percent (45%) the cost of such costs and expenses shall any fixtures or Alterations that will be due and payable within 30 days removed at the end of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; Term, or (iii) five percent more than Forty Five Thousand Five Hundred and Seven Dollars (5%$45,507.00) of such costs “soft costs” including architectural, engineering, design, and expenses project management fees. For purposes of this Second Amendment and the Allowance being provided to Tenant hereunder, (y) the term “Allowance” as used in Sections 4(b) through 4(e) of the First Amendment shall mean the Allowance provided under this Section 5, and (z) the term “First Amendment” as used in Section 4(c) of the First Amendment shall be due substituted with “Second Amendment”. For purposes of clarity, Landlord and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by hereby acknowledge and agree that the Allowance set forth in this subsection (b) Section 5 shall be a default hereunder and shall be treated hereunder in addition to the same manner as a default Allowance set forth in Section 4 of Tenant in paying Base Rent hereunderthe First Amendment. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide an allowance of up to shall contribute $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 1,578,775 (the "Tenant Improvement AllowanceALLOWANCE"). Tenant is fully responsible for ) toward the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the performance of Tenant's Work, of which no more than $172,230 may be payable to Tenant's architects and engineers. Upon request by Tenant Improvements the Allowance may be increased by an amount up to $4,592,800. In the extent event that Tenant requests such an increase, the Basic Annual Rent shall be increased by $0.14 per annum for each additional $1.00 advanced by Landlord to Tenant pursuant to Tenant's request. Landlord shall be paid by Tenant the sum of $51,205 for monitoring and inspecting Tenant's Work, which sum shall be deducted from the Allowance. If the entire Allowance is not applied toward or reserved for the costs of Tenant's Work, Tenant shall receive a credit of such unused portion of the Allowance (the "UNUSED ALLOWANCE"), provided, however, the Unused Allowance shall not exceed $82,500 with respect to Phase 1, and expenses are approved shall not exceed $75,377.50 with respect to Phase 2. Upon submission by Tenant to Landlord of a statement ("ADVANCE REQUEST") setting forth the amount requested and a reasonably detailed summary of the Tenant's Work and Tenant Performed Landlord Work performed (which shall be satisfied by a copy of an AIA standard form Application for Payment (G 702) executed by the general contractor and by the architect) accompanied by lien releases from the general contractor and the subcontractors in writingrespect of the prior advance. Landlord, within five (5) business days following receipt by Landlord of the Advance Request and the accompanying materials, shall advance to Tenant such amounts of the Allowance and the Landlord Payment as Landlord shall reasonably determine to be due in accordance with the Advance Request and the accompanying statements. The Allowance and the Landlord Payment may be used for the payment of applicable construction and other applicable costs including, without limitation, laboratory improvements, finishes, Building fixtures, building permits and fees, architectural, engineering, design and consulting fees. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all retain its own specialty contractors (subject to approval by Landlord, such approval not to be unreasonably withheld, conditioned or delayed) to perform any portion of the work under this Exhibit until such time as Tenant necessary to construct and outfit the Demised Premises which work shall cure any such default and any delay in Tenant commencing and completing any such cure shall not be a delay by Tenant under this Exhibit.payable out of the Allowance unless

Allowance. (a) Landlord agrees to shall provide Tenant with an allowance of up to $80,000200,000.00 (the “Allowance”) to be used towards the cost of Tenant’s Work (including the design fees of Tenant’s architects and engineers). When Tenant has incurred costs for the Tenant’s Work, Tenant shall submit to Landlord from time to time (but no more frequently than monthly) requisitions for payment setting forth any costs incurred for Tenant’s Work, together with waivers of lien from all contractors and subcontractors, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for Tenant’s Work, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part reasonable satisfaction of the Building (the "Tenant Improvement Allowance")Landlord. Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to LandlordLandlord shall, within thirty (30) days of following Landlord’s receipt of an invoicethereof, all costs and expenses in excess pay to Tenant ninety (90%) percent of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are amount of each such requisition (or of such lesser amount as is approved by Landlord) with ten (10%) percent to be retained. Such payments, in the aggregate, shall not exceed an amount equal to ninety (90%) percent of the Allowance. Landlord shall pay to Tenant in writing. Tenant will be billed for such costs and expenses the ten (10%) percent retained as follows and will pay said costs and expenses aforesaid within thirty (30) days following the submission by Tenant of invoice: a written statement from ▇▇▇▇▇▇’s architect or engineer that ▇▇▇▇▇▇’s Work has been completed in accordance with the approved construction plans, a final lien waiver executed by ▇▇▇▇▇▇’s general contractor, and a final certificate of occupancy for, and any other required governmental approvals of, ▇▇▇▇▇▇’s Work. The costs of Tenant’s Work shall include all costs incurred by Tenant for construction and installation of improvements (i) fifty percent (50%) but excluding any trade fixtures or personal property), including the costs of such costs all labor and expenses materials, and all contractor’s fees. Tenant shall be due responsible for paying for all costs of Tenant’s Work not included in the Allowance and payable within 30 days of receipt of an invoice after Tenant's approval for all costs in excess of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list itemsAllowance. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure not be entitled to any such default and rent credit or refund for any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitunused portion of the Allowance.

Allowance. Landlord shall provide a construction allowance (athe "Allowance') as set forth in Section I above. Landlord agrees to provide an allowance shall make the Allowance available towards: (1) costs of up to permanent leasehold improvements included in the Work, including labor, hardware, equipment and materials, contractors' charges for overhead and fees, and general conditions, (2) costs of the Space Plan and Construction Drawings, provided such costs, as a share of the Allowance, shall not exceed Two and 50/100 Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements 2.50) per rentable square feet of space in the Premises that will become a part of (i.e., $34,550.00 for each the Building (7th Floor Premises and the "Tenant Improvement Allowance"). Tenant is fully responsible 10th Floor Premises, and $10,110 for the payment of all 9th Floor Premises) (and which shall exclude planning for furniture, fixtures and equipment), (3) costs incurred by Tenant for real estate consulting fees payable to Tenant's broker identified in the Basic Lease Information ("TENANT'S BROKER") in connection with the Tenant Improvements in excess Lease, provided such costs, as a share of the Tenant Improvement Allowance for additional costs incurred Allowance, shall not exceed, in the upfit that are approved by Tenant aggregate, Four Dollars ($4.00) per rentable square feet of space in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. the 7th Floor Premises (bi.e., $55,280.00) Tenant agrees to pay to (the "PERMITTED REAL ESTATE CONSULTING FEE"), and (4) Landlord, within thirty (30) days of receipt of an invoice, all 's costs and expenses in excess of administrative fee, as described above. Landlord shall pay the Tenant Improvement Allowance incurred in connection with the Tenant Improvements Permitted Real Estate Consulting Fee directly to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of Tenant's Broker upon receipt of an invoice after from Tenant's approval Broker setting forth in detail reasonably satisfactory to Landlord the amount of the cost estimates for the real estate consulting fees owed by Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses to Tenant's Broker, which invoice shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of accompanied by written authorization from Tenant to remit the Permitted Real Estate Consulting Fee to Tenant's Broker. If all or any payment required by this subsection (b) portion of the Allowance shall not be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitused, Landlord shall have be entitled to the right to cease all work under this Exhibit until such time as savings and Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitreceive no credit therefor.

Allowance. Tenant and Tenant's contractors (awho are approved by Landlord in advance) shall perform the work of installing and constructing the Fourth/Fifth Floor Tenant Improvements. Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become shall pay for a part portion of the Building cost thereof (the "Tenant Improvement AllowanceCOST OF THE FOURTH/FIFTH FLOOR TENANT IMPROVEMENTS") in an amount not to exceed Four Hundred Twelve Thousand Three Hundred Eighty and no/l00 dollars ($412,380.00) (such amount being $20.00 per square foot of Net Rentable Area of the 4th & 5th Floor Space which is to be improved, as described in the Working Drawings) (the "ALLOWANCE"). , and Tenant is fully responsible shall pay for the payment entire Cost of all costs in connection with the Fourth/Fifth Floor Tenant Improvements in excess of the Allowance. Tenant Improvement Allowance for additional costs incurred shall not be entitled to any credit, abatement or payment from Landlord in the upfit event that are approved by the amount of the Allowance specified above exceeds the Cost of the Fourth/Fifth Floor Tenant in writingImprovements. The Tenant Improvement Allowance may not be used by Tenant as an offset against For purposes of this Agreement, the term "COST OF THE FOURTH/FIFTH FLOOR TENANT IMPROVEMENTS" shall mean and include any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, and all costs and expenses in excess of the Fourth/Fifth Floor Tenant Improvement Allowance incurred in connection with Improvements, including, without limitation, the cost of the Working Drawings and of all labor (including overtime) and materials constituting the Fourth/Fifth Floor Tenant Improvements Improvements, plus a fee equal to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty three percent (503%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval the Cost of the cost estimates Fourth/Fifth Floor Tenant Improvements for the Tenant Improvements; (ii) forty-five percent (45%) of such costs Landlord's administration, overhead and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderfield supervision associated therewith. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees agrees, at its sole cost and expense to provide an allowance of up to Two Hundred Sixty Thousand, Five Hundred Fifty and No/100 Dollars ($80,000260,550.00) to design, to engineer, install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). ; otherwise, Tenant is fully responsible for the payment of all costs above the amount of the Allowance and in connection with the Tenant Improvements in excess Improvements. Tenant acknowledges and agrees that the Allowance shall not be used for Tenant’s telephone and computer cabling and wiring. At the completion of the Tenant Improvement Allowance for additional costs incurred Improvements, Landlord shall provide to Tenant an accounting as to the monies spent in completion of Tenant Improvements. Provided that Tenant is not in default under the Lease, in the upfit event that are approved by the entire amount of the Allowance is not used for construction of the initial Tenant Improvements, then upon the completion of the construction of the initial Tenant Improvements, the difference shall be provided to Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. the form of a check within forty-five (b) Tenant agrees to pay to Landlord, within thirty (3045) days of after Landlord’s receipt of an invoice, all costs and expenses Tenant’s written request for same. Notwithstanding anything contained in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements Lease to the extent contrary, Landlord has agreed to allow Tenant, at its sole cost and expense, to install, operate, and maintain an external electric backup generator located outside the costs and expenses are approved by Premises at a location on the property mutually agreeable to the parties, provided, however, that if Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay installs said costs and expenses within thirty (30) days of invoice: generator, (i) fifty percent (50%) then from the time of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval installation through the remaining Term of the cost estimates for Lease, Tenant shall maintain a service contract with a vendor approved by Landlord to maintain the Tenant Improvements; generator in compliance with its manufacturer’s specifications, and (ii) forty-five percent (45%) upon the expiration or earlier termination of such costs the Lease, ownership of the generator shall transfer to Landlord free and expenses shall be due clear of any and payable within 30 days all liens and encumbrances, provided further, that notwithstanding the foregoing provisions of receipt this sentence, upon the expiration or earlier termination of an invoice after such work is substantially completed the Lease, and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs at Landlord’s sole and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitabsolute discretion, Landlord shall have may provide Tenant with written disclaimer of ownership of the right to cease all work under this Exhibit until such time as generator and require that Tenant remove the generator, in which event Tenant shall cure any such default promptly remove the generator and any delay in Tenant commencing a good and completing any such cure shall be a delay by Tenant under this Exhibitworkmanlike manner, restore the Premises, Building, and/or property to the condition existing immediately prior to installation of the generator, ordinary wear and tear excepted.

Allowance. (aA) Landlord agrees 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) in the amount of Five Hundred Forty-Nine Thousand Six Hundred Fifty and No/100 Dollars ($549,650.00) (which is Fifty Dollars ($50.00) per square foot in the Square Footage), on the terms and conditions hereinafter set forth. The cost of Tenant’s bathroom facilities, as shown on Tenant’s approved space plan, shall be borne by Landlord and shall be in addition to provide an allowance the Allowance. The cost of Tenant’s restroom facilities including any design and planning cost, as shown on Tenant’s approved space plan, shall be borne by Landlord and shall be in addition to the Allowance. Further, Landlord agrees, in addition to the Allowance, to cover the cost of a test fit, with up to one revision, at a cost not to exceed One Thousand Ninety-Nine and 30/100 Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements 1,099.30) (which is ten cents ($0.10) per square foot in the Premises Square Footage) (i) Landlord shall disburse the Allowance in monthly progress payments, upon Tenant’s request for payment and certification that will become a part the work for which disbursement is sought has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made to Tenant (or, at Landlord’s option, by check payable jointly to Tenant and to Tenant’s materialmen and contractors) within fifteen (15) business days after presentation by Tenant to Landlord of request for payment and appropriate, complete contractor’s affidavits and partial waivers of lien showing that the Building (work covered thereby has been performed in the "Tenant Improvement Allowance")Demised Premises. Before final payment, Tenant’s general contractor shall submit final as-built plans. Tenant is fully shall be responsible for the payment appropriateness and completeness of all such contractors’ affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing. Disbursement of the Allowance shall not be deemed a waiver of Tenant’s obligation to comply with such provisions. Landlord has no obligation to disburse any portion of the Allowance if Tenant is in default under the Lease or this Work Letter. (ii) In the event that the cost of Tenant’s Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall be entitled to use up to Forty Three Thousand Nine Hundred Seventy-Two and No/100 Dollars ($43,972.00) (which is Four Dollars ($4.00) per square foot in the Square Footage of such unused amounts) to pay for telephone installation, computer cabling, moving costs and furniture and equipment installed in connection the Demised Premises, or, at Tenant’s discretion, for any other hard and soft costs associated with Tenant’s Work. In the Tenant Improvements event Landlord determines, at any time, that the cost of Tenant’s Work and such other items for which the Allowance may be applied is or is likely to be in excess of the amount of the then undisbursed portion of the Allowance, then Tenant Improvement Allowance shall be solely responsible for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderpayment of such excess. (biii) Tenant agrees In the event that the Allowance is not fully disbursed, in accordance with this Paragraph 9, by the date which is twelve (12) calendar months following the Lease Commencement Date, then Tenant’s rights in and to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess such remainder of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs shall cease and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderterminated. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (ai) Landlord Provided Subtenant is not in default hereunder, beyond any applicable notice and cure period, Sublandlord agrees to provide an allowance contribute $1,778,070.00 (the “Allowance”) toward the cost of up design and construction of the initial Subtenant Improvements; the Allowance will be allocated among the First Floor Space and the Fourth Floor Space as follows: $165,900.00 (i.e., $60.00 per rentable square foot) will be applied to $80,000, to install, supply the design and otherwise to construct the Tenant construction of Subtenant Improvements in the Premises that First Floor Space, and $1,612,170.00 (i.e., $45.00 per rentable square foot) will become a part be applied towards the design and construction of Subtenant Improvements in the Fourth Floor Space. Prior to the commencement of construction of the Building initial Subtenant Improvements, Subtenant will submit to Sublandlord an estimate of the cost of design and construction of such Subtenant Improvements based upon the general contractor’s bid for such work (the "Tenant Improvement Allowance"“Improvements Cost”). Tenant As work progresses, Sublandlord will disburse the Allowance to Subtenant in monthly draws based upon the ratio that the Allowance bears to the Improvements Cost (for example, if the Allowance is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess eighty percent (80%) of the Tenant Improvement Improvements Cost, Sublandlord will fund eighty percent (80%) of the monthly draws), as follows: monthly disbursements of the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not shall be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees paid to pay to Landlord, Subtenant’s contractor within thirty (30) days of after receipt of the following documentation: (x) an invoiceapplication for payment containing true, correct and complete copies of invoices from Subtenant’s contractors or vendors covering all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection Subtenant Improvements covered by such draw; (y) contractor’s, subcontractor’s and material supplier’s conditional waivers of liens which shall cover all of the Subtenant Improvements and all other statements and forms required for compliance with the Tenant Improvements mechanics’ lien laws of the state of California; and (z) plans and specifications for the Subtenant Improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building and Subleased Premises; notwithstanding anything herein to the extent contrary, Sublandlord shall not be obligated to disburse any portion of the costs Allowance during the continuance of an uncured default under this Sublease, and expenses are approved by Tenant Sublandlord’s obligation to disburse shall only resume when and if such default is cured. (ii) Notwithstanding the allocations of the Allowance as between the Fourth Floor Space and the First Floor Space described in writing. Tenant will be billed Section 16.2(c)(i) above, if, following the completion of the initial Subtenant Improvements, the cost of the initial Subtenant Improvements constructed on one floor of the Subleased Premises exceeded the applicable Allowance allocation for such floor (thereby resulting in Subtenant paying such excess cost), but the cost of the initial Subtenant Improvements on the other floor of the Subleased Premises were less than the allocated Allowance amount for such floor (and, as a result, Subtenant did not expend all of the portion of the Allowance allocated to such floor), then upon prior written approval of Sublandlord (which shall not be unreasonably withheld, conditioned or delayed), Subtenant may apply the unallocated portion of the Allowance towards the excess cost incurred on the alternate floor; by way of example, if the initial Subtenant Improvements in the First Floor Space cost $63.00 per rentable square foot, such that Subtenant paid $3.00 per rentable square foot of the First Floor Space (i.e., $8,295.06) directly towards the cost of such Subtenant Improvements, but the initial Subtenant Improvements in the Fourth Floor Space cost $44.00 per rentable square foot (leaving an excess Allowance allocation with respect to the Fourth Floor Space of $35,826.00), Subtenant shall be permitted to apply $8,295.00 from such excess portion of the Allowance allocated to the Fourth Floor Space towards the cost of initial Subtenant Improvements constructed in the First Floor Space. Notwithstanding the foregoing, Sublandlord’s right to approve such reallocation of the Allowance as set forth in the preceding sentence shall be limited to Sublandlord’s satisfaction that Subtenant has fully built out all of the Subleased Premises in the manner described below in this Section l6.2(c)(iii). Any Allowance not applied towards the cost of construction of the initial Subtenant Improvements may be applied by Subtenant towards the cost of purchase and installation of cabling, wiring, furniture and other costs and expenses as follows and of moving into the Subleased Premises; such application will pay said costs and expenses take place by Sublandlord’s reimbursement to Subtenant of such excess within thirty (30) days after written request by Subtenant, accompanied by applicable invoices. However, no such use of invoiceany portion of the Allowance will take place unless and until Subtenant has constructed Subtenant Improvements within the entire Subleased Premises to a first class standard (including, without limitation, the following: (i) fifty percent (50%) of such costs the Subleased Premises shall have been improved with a drop ceiling, all necessary HVAC ductwork and expenses systems will be operational, all improvements will be completed to the extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be due and payable within 30 days of receipt of an invoice after Tenant's approval finished appropriately). Additionally, if any portion of the Allowance is spent on the cost estimates of acquisition of furniture or Eligible Personal Property (defined below), at Sublandlord’s option, such furniture or Eligible Personal Property will become the property of Sublandlord at the expiration or sooner termination of the Term; however, if Subtenant exercises the Option to Extend, at the expiration of the Option Term, any such furniture or Eligible Personal Property will become the property of Subtenant and Subtenant will be responsible for the Tenant Improvements; (ii) fortyremoval of same. Any Allowance not applied to the foregoing costs following the full initial build-five percent (45%) out of such costs and expenses the Subleased Premises shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner applied as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.a

Allowance. (a) As an inducement to Tenant’s entering into this First Amendment, Landlord agrees shall, subject to Section 4(c) below and the last sentence of this Section 4(a), provide an to Tenant a special tenant improvement allowance of up equal to Two Hundred Twenty-Seven Thousand Five Hundred Thirty-Five Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 227,535.00) (the "Tenant Improvement “Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not ”) to be used by Tenant as an offset against solely for costs incurred by Tenant for Alterations to the Premises performed in accordance with Article 11 of the Lease. Notwithstanding anything to the contrary, the Allowance shall not be applied to any rent payments due hereunderof the following: (i) the cost of any of Tenant’s Property including without limitation telecommunications and computer equipment and all associated wiring and cabling, any de-mountable decorations, artwork and partitions, signs, and trade fixtures, (ii) the cost of any fixtures or Alterations that will be removed at the end of the Term, or (iii) more than Twenty-Two Thousand Seven Hundred Fifty-Three and 50/100 Dollars ($22,753.50) of any so-called “soft costs.” (b) Subject to Section 4(c) below, Landlord shall pay Landlord's Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant agrees to pay to Landlord, Landlord within thirty (30) days of receipt of an invoice, all costs and expenses in excess submission thereof by Tenant to Landlord until the entirety of the Tenant Improvement Allowance incurred has been exhausted. “Landlord's Proportion” shall be a fraction, the numerator of which is the Allowance and the denominator of which is (A) the total contract price for the Alterations in connection question (as evidenced by reasonably detailed documentation delivered to Landlord with the Tenant Improvements to the extent the requisition first submitted by Tenant), less (B) those costs and expenses are approved by Tenant described in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: clauses (i) fifty percent through (50%iv) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval inclusive of the cost estimates for second sentence of Section 4(a) (as evidenced by reasonably detailed documentation delivered to Landlord with the Tenant Improvements; requisition first submitted by Tenant), but in no event shall Landlord’s Proportion exceed 100%. A “requisition” shall mean reasonable documentation (iiaccompanied by invoices from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) forty-five percent and partial lien waivers and subordinations of lien, as specified in M.G.L. Chapter 254, Section 32 (45%“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of such costs and expenses shall be due and payable within 30 days the item in question or of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery improvements installed to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder date in the same manner as a default Premises, accompanied by certifications executed by Tenant’s representative that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Notwithstanding the foregoing, Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit shall not be required to deliver Lien Waivers at the Building time of the first requisition, but shall be customary for this type deliver the Lien Waivers and evidence of upfit and Building and readily available payment of the first requisition in full within fifteen (15) days following payment of the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Allowance with respect to such first requisition. Landlord shall have the right right, upon reasonable advance notice to cease all work under this Exhibit until such time as Tenant, to inspect Tenant's books and records relating to each requisition in order to verify the amount thereof. Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitsubmit requisitions no more often than monthly.

Allowance. Provided that there is no uncured Event of Default by Tenant under the Existing Lease and subject to the other terms and conditions of this Subsection, Landlord shall make available the tenant improvement allowance (athe “Allowance”) Landlord agrees to provide in an allowance of amount up to a maximum of One Hundred Eighty-Five Thousand Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part 185,000.00) consisting of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoicefollowing: (i) up to Eighty-five Thousand Dollars ($85,000.00) shall be available solely to reimburse Tenant for fifty percent (50%) of such costs the actual cost of that portion of Tenant Work consisting of replacing the existing chillers serving the Existing Premises, and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent up to One Hundred Thousand Dollars (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b$100,000.00) shall be a default hereunder available solely to reimburse Tenant for the actual costs of that portion of the Tenant Work consisting of repairing and/or replacing any HVAC units or air air-handlers serving the Existing Premises. In no event shall the Allowance be used to reimburse any costs of designing, procuring or installing in the Premises any trade fixtures, movable equipment, furniture, furnishings, telephone equipment, computer equipment, cabling or wiring for any of the foregoing, or other personal property (collectively “Personal Property” for purposes of this Amendment), and the cost of any such Personal Property shall be treated hereunder paid by Tenant. Tenant may elect by written notice to Landlord to increase the Allowance up to a maximum of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional Allowance”) to pay allowable Tenant Work, subject to the limitations herein, and in the same manner as event Tenant elects to do so, the Monthly Installment of rent for the Existing Premises during the Fourth Extended Term shall increase by Twelve Dollars ($12.00) per month for every One Thousand Dollars ($1,000.00) of the Additional Allowance used by Tenant. In addition, Tenant may elect by written notice to Landlord to increase the Allowance up to a default maximum of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional HVAC Allowance”) to reimburse Tenant in paying Base Rent hereunder. for the actual costs of repairing and/or replacing additional HVAC units or air air-handlers serving any portion of the Premise (c) Unless otherwise specified the “Additional HVAC Work”), and in the Plansevent Tenant elects to do so, materials the Monthly Installment of rent for the Existing Premises commencing on the first day of the month after the Additional HVAC Allowance (or any portion thereof) is paid, shall increase by Nine and 50/100 Dollars ($9.50) per month for every One Thousand Dollars ($1,000.00) of the Additional HVAC Allowance used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordTenant. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. In connection with Tenant’s leasing of the Premises and the initial renovation thereof, Landlord shall provide to Tenant a tenant. improvement allowance not to exceed Eight Million Nine Hundred Twelve Thousand Five Hundred Fifty and zero/100 Dollars ($8,912,550) (i.e., $75.00 per rentable square foot of the Premises) (the “Allowance for (a) Landlord agrees tenant improvements performed in or to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part by Tenant following the date of this Lease, inclusive of all costs for plans and specifications therefor, and all costs incurred to design, engineer, construct and install the Building same (the "“Hard Costs”), and (b) Landlord’s construction oversight, Tenant’s Project Management, permit costs, and related telephone and computer cabling and wiring costs (the “Soft Costs”) (such work and tenant improvements being hereinafter collectively referred to as the “Tenant Improvement Allowance"Work”). Tenant is fully responsible for the payment of all costs shall, in connection with the Tenant Improvements in excess its performance of the Tenant Improvement Work, be solely responsible to obtain a certificate of occupancy or non-residential use permit for the Premises. The Tenant Work shall be deemed an Alteration for all purposes hereunder and shall be performed in accordance with Exhibit A-I attached hereto. Subject to Landlord’s prior written approval thereto, which shall not be unreasonably withheld, delayed or conditioned, Tenant shall have the right to hire its own architect, project manager, and contractor(s) for the design, engineering, and construction of the Tenant Improvements, although it is the preference of the Landlord and more efficient overall, to use one General Contractor for all of the construction work at the Building. Tenant shall pay to Landlord (or, at Landlord’s election, to its construction contract manager), a construction contract oversight fee equal to one percent (1%) of the Allowance (such fee not to exceed $.75 per rentable square foot of the Premises) advanced, which shall be paid to Landlord from the Allowance. Tenant shall promptly submit to Landlord (but no more frequently than monthly), (1) invoices for additional costs all Hard Costs and Soft Costs incurred in the upfit that are approved by Tenant in writing. The performing the Tenant Improvement Allowance Work, together with a signed architect’s certificate of substantial completion of work performed in connection therewith, (2) signed waivers and releases of mechanic’s liens executed by all the general contractor contractors, subcontractors and suppliers performing the Tenant Work or providing materials in connection therewith conditioned only upon payment (as to funds being requested), and (3) such other information or documentation as Landlord or its lender may not be used by Tenant reasonably request or require, such as an offset against any rent payments due hereunder. estoppel certificate, or upon substantial completion of the Tenant Work, an occupancy permit and/or architect’s final certificate of substantial completion (b) Tenant agrees to and architect’s confirmation of completion in compliance with approved plans). Landlord shall, directly pay to LandlordTenant’s contractors, including general contractor, architect, engineer, project manager, owner’s suppliers, vendors, and consultants for appropriate amounts requested by the invoices, within thirty forty-five (3045) days of receipt of an invoicea request from Tenant. In addition to the foregoing, all costs Tenant shall provide Landlord with final lien waivers from the general contractor, conditioned upon payment, subcontractors and expenses in excess suppliers as a condition of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days final payment of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates amounts owed for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses Work. In no event, however, shall Landlord be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready obligated to reimburse or credit Tenant for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder amount if it individually or in the same manner as a default aggregate exceeds the total amount of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at Allowance. Notwithstanding the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitforegoing, Landlord shall have no obligation to reimburse Tenant or to credit any portion of the right to cease all work Allowance under this Exhibit until such Section for Hard Costs or Soft Costs if Tenant fails to comply with the terms and conditions of this Section, or if Tenant is in default of this Lease beyond applicable notice and cure periods at the time as Tenant makes a request for payment or reimbursement. Tenant shall cure submit to Landlord all invoices and requests for reimbursement or payment of all Hard Costs and Soft Costs no later than the twelve (12) months following the Lease Commencement Date (such day being hereinafter referred to as the “Invoice Submission Deadline”); and Landlord shall have no obligation to reimburse Tenant or pay any amounts for any invoices submitted after such default and any delay in Tenant commencing and completing any such cure Invoice Submission Deadline, time being of the essence thereto. Any unapplied or unused portion of the Allowance shall be a delay deemed forfeited by Tenant and retained by Landlord; with the exception that up to $10.00 per rentable square foot of the Premises may be converted from the Allowance, if Tenant shall fail to use all of the Allowance, and not be in default under this ExhibitLease, towards the payment of Base Rent provided Tenant notifies Landlord in writing of such conversion no later than twelve (12) months following the Lease Commencement Date.

Allowance. (aA) Landlord agrees to shall provide Tenant with an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement “Allowance"). Tenant is fully responsible ”) of $30.00 per rentable square foot for the payment of all Initial Premises. (B) The Allowance shall be used by Tenant for hard and soft construction costs in connection with Tenant’s Work, including architectural, engineering and permitting fees, moving costs, cabling, telephone systems, any partitioning needed to complete the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved furniture systems utilized by Tenant in writingthe Initial Premises pursuant to Section 2.1.1 above, and Tenant’s Exterior Signage (defined in Section 6.2.7). ▇▇▇▇▇▇▇▇ Management Company shall, as compensation for its review of Tenant’s plans, receive from Tenant a fee equal to one percent (1%) of the total cost of Tenant’s work, which fee may be paid out of the Allowance. The Tenant Improvement Allowance may not shall be used by Tenant payable as an offset against any rent payments due hereunder.follows: (bi) Forty percent (40%) of the Allowance shall be paid to Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of following the Tenant Improvement Allowance incurred in connection with the Tenant Improvements last to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoiceoccur of: (i) Tenant providing an affidavit from Tenant’s architect certifying that fifty percent (50%) of Tenant’s Work has been completed in accordance with the Final Plans, and (ii) Tenant’s request for such costs and expenses portion of the allowance. (ii) Forty percent (40%) of the allowance shall be due and payable paid to Tenant within 30 thirty (30) days following the last to occur of: (i) Tenant’s delivery to Landlord of receipt of an invoice after Tenant's approval a copy of the cost estimates certificate of occupancy (or temporary certificate of occupancy) issued in connection with Tenant’s Work, and (ii) Tenant’s request for such portion of the allowance. (iii) The final twenty percent (20%) of the allowance shall be paid to Tenant Improvementswithin thirty (30) days following the last to occur of: (i) delivery of Tenant’s architect’s affidavit that all of Tenant’s Work has been completed in accordance with the Final Plans and a final certificate of occupancy has been issued; (ii) forty-five percent (45%) Tenant has caused to be delivered to Landlord all final invoices from contractors, subcontractors and suppliers evidencing the total cost of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant’s Work, together with lien waivers from general contractors; (iii) five percent (5%) Tenant has paid for the cost of Tenant’s Work, and has caused to be delivered to Landlord written evidence of such costs payment; and expenses shall be due and payable within 30 days (iv) Tenant’s request for such portion of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderAllowance. (cC) Unless otherwise specified With respect only to the Allowance for the Initial Premises, if there is any portion of such Allowance not utilized and requested by Tenant by April 1, 2009, Landlord shall be entitled to fifty (50%) percent and Tenant shall be entitled to fifty (50%) percent of such unused portion of the Allowance, except that the sum of $30,000.00 shall be reserved until June 1, 2009, to apply to the cost of Tenant’s Exterior Signage (the reserved amount is called the “Signage Allowance”). After June 1, 2009, if any of the Signage Allowance is unused, it shall be equally split between to the parties as hereinafter set forth. Fifty (50%) percent of the unused portion of the Allowance and the unused Signage Allowance shall be allocated to Tenant in the Plansform of a monthly credit against the Fixed Rent owing under this Lease until such unused portion has been credited. The remaining fifty (50%) percent of the unused Allowance and Siguage Allowance shall accrue to Landlord. However, materials used by Tenant shall not be entitled to accrue any rent credit with regard to the Initial Premises after March 31, 2010, and all of remaining unused portions of the Allowance, including the Signage Allowance, shall accrue solely to the benefit of Landlord. If Tenant leases any expansion space pursuant to Sections 2.4, 2.5 and 2.6, and fails to submit a request to Landlord to distribute the entire allowance in connection with such expansion space in accordance with the provisions contained in this Section 3.3 on or before the date that is than one hundred and eighty (180) days following the commencement date for such expansion space, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any rent credit or abatement in connection therewith. In addition to the Allowance and to assist Tenant in completing its upfit at build-out of the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is locatedInitial Premises, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease use all work under this Exhibit until such time as Tenant shall cure any such default existing building materials and any delay equipment currently on-site within the Premises, elsewhere within the Building, and within other buildings in Tenant commencing the Park, provided that in the case of materials and completing any such cure shall be a delay by Tenant under this Exhibitequipment located outside of the Premises, the same are not built-in items or otherwise attached or installed (rolls of carpeting, and unattached hvac equipment being examples of permissible items).

Allowance. Lessor shall provide an allowance not to exceed Three Hundred Sixty Thousand Four Hundred Eighty and no/100 Dollars ($360,480.00) for all third party costs related to the design, permitting and construction of the Initial Lessee Improvements, as described above and other Alterations to the Existing Premises as approved by Lessor (which approval will not be unreasonably withheld, conditioned or delayed) pursuant to the terms of the Lease (the “Allowance”), including, but not limited to, the following costs: (a) Landlord agrees payments to provide an allowance of up Lessee’s contractors for labor, material, equipment, and fixtures; (b) fees paid to $80,000Lessee’s designers, to installarchitects and other consultants; (c) taxes, supply fees, charges, and otherwise to construct the Tenant Improvements levies by governmental and quasi-governmental agencies for permits or for inspections; (d) utilities incurred in the Premises that will become a part course of construction (but not to exceed 5% of the Building Allowance); (the "Tenant Improvement Allowance"). Tenant is fully responsible e) premiums for builder’s risk insurance; (f) costs incurred for the payment management and administration of construction; and (g) costs to correct any defect in the existing improvements. Any portion of the Allowance not used by Lessee by February 1, 2020 shall revert to the Lessor. The Allowance shall be paid in progress payments on a monthly basis as the Initial Lessee Improvement Work and other Alterations progresses in an amount not to exceed ninety percent (90%) of the Allowance. The progress payments shall be paid to Lessee on a reimbursement basis within 20 days after Lessee presents draw requests or invoices that detail the work performed and showing that Lessee has incurred design, permitting and/or construction costs in an amount at least equal to the requested progress payment, subject to Lessor’s inspection to confirm that such work has been performed. The remaining balance of the Allowance shall be payable to Lessee after Substantial Completion of all work, conditioned upon receipt of the following: (i) Lessor’s inspection and approval of the Initial Lessee Improvements and other Alterations, including (if applicable), a written certification from Lessor’s original roofing contractor stating that all roof penetrations have been properly sealed and the roof warranty shall continue in full force and effect; (ii) Copies of all paid invoices, including a final summary of all costs in connection with for the Tenant Initial Lessee Improvements in excess and other Alterations, and a copy of a full set of plans and details for the Tenant Improvement Allowance for additional costs incurred in the upfit that are Initial Lessee Improvements and other Alterations as approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder.Lessor; (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent An “unconditional waiver and release upon final payment” covering work completed; and (5%iv) Copies of such costs certificates of occupancy, signed inspection cards, permits and/or clearances required by all governing agencies, and expenses reasonable written proof that all fees relating to the Initial Lessee Improvements and other Alterations have been paid by Lessee. The Allowance shall be due and payable within 30 days considered an Inducement Provision subject to the provisions of receipt Paragraph 13.3 of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderLease. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees In accordance with the terms of Exhibit B, Tenant shall be entitled to provide an a one-time tenant improvement allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "“Tenant Improvement Allowance"”) in the maximum amount of One Million Six Hundred Eighty-Three Thousand Eight Hundred Twenty-Five Dollars ($1,683,825) for all hard and soft costs incurred by Tenant relating to the design and construction of Tenant’s improvements at the Premises (“Tenant Improvement Work”), provided that Thirty-Three Thousand Dollars ($33,000) of the Tenant Improvement Allowance shall be credited to Landlord and deducted from the Tenant Improvement Allowance for a construction management fee for the Tenant Improvement Work (the “Management Fee”). For avoidance of doubt, the Tenant Improvement Allowance is not applicable to and shall not be used by Tenant with respect to the Roof Deck (as hereinafter defined). Tenant is fully responsible for the payment may utilize up to a maximum amount of all costs in connection with Five Hundred Eighteen Thousand One Hundred Dollars ($518,100) of the Tenant Improvements in excess Improvement Allowance towards the cost of furniture, fixtures, moving costs and applied towards future payments of Base Rent; provided, however, (i) any costs related to furniture, fixtures and moving must be utilized within six (6) months after the Commencement Date, otherwise such right to use this specific portion of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against such items is waived, and (ii) any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days amounts of receipt of an invoice, all costs and expenses in excess this specific portion of the Tenant Improvement Allowance incurred in connection with may be applied towards future payments of Base Rent up and until the first anniversary of the Rent Commencement Date, otherwise such right to apply to future payments of Base Rent shall be waived. In addition to the Tenant Improvements Improvement Allowance, Landlord has previously disbursed to Tenant the extent amount of Seven Thousand Seven Hundred Seventy-One Dollars and Fifty Cents ($7,771.50) towards the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval payment of the cost estimates plans for the Tenant Improvements; Improvement Work (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder“Plans Allowance”). (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees hereby grants to provide Tenant an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in 50.00 per rentable square foot of the Premises that will become a part (i.e. $2,412,000.00 based on the Premises consisting of the Building approximately 48,240 rentable square feet) (the "Tenant Improvement “Allowance"”). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time elect to have Landlord provide Tenant an additional allowance up to an amount not to exceed $10.00 per rentable square foot (i.e., up to $482,400.00, based upon the Premises containing 48,240 rentable square feet ) (the “Additional Allowance”) to cover the actual costs of construction which exceed the Allowance, which Additional Allowance shall be (a) disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described in subparagraph 5(f) below and satisfaction of the items described in subparagraph 5(f)(vi) below, and (b) amortized over the Term with interest at seven and one half (7.5%) per annum, and paid by Tenant to Landlord as Additional Rent monthly during the initial Term together with Tenant’s scheduled payments of Monthly Base Rent. If Tenant shall cure any such default elect for Landlord to provide the Additional Allowance, within ten (10) days of request by Landlord, the parties shall execute an amendment to the Lease acknowledging the Additional Allowance and any delay in Tenant commencing and completing any such cure shall the Additional Rent related thereto to be a delay paid by Tenant under to Landlord on a monthly basis together with the Monthly Base Rent, based on amortization of the Additional Allowance as provided in this ExhibitSection 5(a). The Allowance and Additional Allowance are to be used only for construction of the Tenant Improvements including, not by way of limitation but by way of illustration: (i) Payment of the cost of preparing the Space Plans and the Final Plans, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans. The Allowance and Additional Allowance will not be used for the payment of extraordinary design work not consistent with the scope of the Standards (i.e., above-standard design work) or for payments to any other consultants, designers or architects other than Landlord’s Architect and/or Tenant’s Architect. (ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements. (iii) Construction of the Tenant Improvements, including, not by way of limitation but by way of illustration, the following:

Allowance. Upon completion of Tenant’s Work in the Property, Tenant shall furnish Landlord: (a) A Certificate of Occupancy issued by the municipality in which the Property is located or other evidence satisfactory to Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct that the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are improvements have been approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder.such municipality; (b) Tenant agrees An Affidavit and Lien Waiver in form satisfactory to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses Landlord executed by Tenant’s Contractor stating that Tenant’s Work has been completed in excess of the Tenant Improvement Allowance incurred in connection accordance with the Tenant Improvements to the extent the costs provisions hereof and expenses are approved by Tenant that all subcontractors, laborers and material suppliers engaged in writing. Tenant will be billed or supplying materials for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder have been paid in the same manner as a default of Tenant in paying Base Rent hereunder.full; (c) Unless otherwise specified Lien Waivers in form satisfactory to Landlord executed by all subcontractors and materialmen who shall have furnished labor and/or materials for the Plans, materials used by Tenant work in its upfit at the Building shall be customary for this type excess of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord.$10,000.00; (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this ExhibitCertificates of insurance for all policies of insurance required to be provided by Tenant. As consideration for Tenant’s Work, Landlord shall have agrees to (1) maintain the right Base Rent at $5,400.00 for the first three months of the Lease Term and (2) make a one time payment of $150,000.00 (“Tenant Construction Allowance”) to cease all work under Tenant upon completion of the items enumerated in this Exhibit until such time as Section 4.10 (a) through (d). In the event the Landlord fails to pay to Tenant shall cure any such default and any delay in the Tenant commencing and completing any such cure shall be a delay Construction Allowance within five (5) business days of the satisfaction by Tenant of the conditions set forth in 4. l0(a)-(d) above, (i) the Tenant Construction Allowance will accrue interest at the rate per annum equal to the lesser of (A) the highest lawful rate and (B) 10% and (ii) Tenant may deduct such unpaid amounts (plus interest thereon) from rent and other sums due under the Lease without further notice to Landlord. THIS DECLARATION made this Exhibit1st day of January, 1985 by ▇▇▇▇▇▇ ▇▇▇ Industrial Joint Venture No. 5, herein called “Developer”.

Allowance. (a) Landlord Subject to the terms and conditions hereinafter set forth, Sublessor agrees to provide a construction allowance (“Sublessor’s Contribution”) to reimburse Sublessee for a portion of the cost expended by Sublessee to perform Sublessee’s Initial Work to prepare the Subleased Premises for its occupancy, in an allowance aggregate amount of up One Million Seven Hundred Fifty-eight Thousand Three Hundred Seventy-five ($1,758,375.00) DOLLARS. Sublessee shall have the right to $80,000, to install, supply and otherwise to construct use Sublessor’s Contribution either in part or in its entirety for any portion of the Tenant Improvements Subleased Premises. Sublessor shall fund Sublessor’s Contribution requisitioned in the Premises that will become a part manner set forth in Subsections 21(b) and 21(c) below, but only if all of the Building following conditions shall have been satisfied in all material respects: (i) An Event of Default shall not have occurred as of the "Tenant Improvement Allowance"). Tenant is fully responsible date of Sublessee’s request for payment; and (ii) Sublessee shall have delivered to Sublessor a completed requisition for payment certified by Sublessee or Sublessee’s architect stating or accompanied by: (a) the payment of all costs amount being requested, (b) either (x) invoices then due and payable in connection with the Tenant Improvements in excess design and construction of the Tenant Improvement Allowance Subleased Premises as part of Sublessee’s Initial Work that relate to such requisition, or (y) a statement from Sublessee that Sublessee has paid such invoices, (c) that the work to which such requisition relates has been performed in good and workmanlike manner substantially in accordance with the plans and specifications therefore and in compliance with all Legal Requirements, and (d) with respect to all requisitions made by Sublessee subsequent to the first requisition made by Sublessee pursuant to this subdivision 21(a)(ii), either (1) receipted invoices for additional costs incurred in all labor and materials that were the upfit subject of the immediately preceding requisition, or (2) a statement from Sublessee that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereundersuch invoices were paid. (b) Tenant agrees to Sublessee shall pay to LandlordSublessor Sublessor’s actual reasonable out-of-pocket costs associated with the review and approval of any plans or construction documents for Sublessee’s Initial Work and Sublessor may deduct from any pay-out amount of Sublessor’s Contribution showing reasonable evidence of such costs. (i) Provided that Sublessee shall have complied with all of the conditions set forth in the foregoing Subsection 21(a), Sublessor shall in accordance with the provisions of subsection 21(b)(ii) below, either (a) within ten (10) Business Days deliver to Sublessee a written notice that Sublessor disputes Sublessee’s right to be paid all or a portion of the requisitioned amount (“Sublessor’s Requisition Dispute Notice”), which Sublessor’s Requisition Dispute Notice shall set forth in reasonable detail the reasons for such dispute and the amount in dispute, or (b) pay to Sublessee (or, at Sublessee’s express written direction, but subject to the provisions of Subsection 21(d) below, directly to Sublessee’s general contractor) the requisitioned amount (or the undisputed portion of the requisitioned amount), provided, however, that (x) the aggregate of all such payments by Sublessor shall not exceed the amount of Sublessor’s Contribution, and (y) Sublessor shall not be required to make more than one (1) payment per calendar month and (z) if Sublessor shall reasonably so require, the disbursements required to be made by Sublessor pursuant to this Section 21 shall be subject to a retention ten (10%) percent (but in no event an amount greater than $100,000) until Sublessee’s Initial Work shall have been finally and fully completed and lien waivers delivered. (ii) If Sublessee shall deliver the requisition for payment required by subdivision 21(a)(ii) above, then, unless, within ten (10) days thereafter, Sublessor shall have delivered a Sublessor’s Requisition Dispute Notice to Sublessee, Sublessor shall pay to Sublessee the requisitioned amount (or undisputed portion thereof) not more than thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) immediately following Sublessee’s delivery of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates requisition for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery payment to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderSublessor. (c) Unless otherwise specified Sublessee shall have the right to use Sublessor’s Contribution, in such manner as Sublessee shall solely determine, for the Plansdesign and construction of the Subleased Premises including, materials without limitation, demolition, cabling and wiring work, and the purchase and installation of furnishings, fixtures and equipment; provided, however, that any portion of Sublessor’s Contribution that is not used by Tenant for reimbursement of Sublessee’s actually incurred costs in its upfit at connection with Sublessee’s Initial Work or any of the Building shall other foregoing costs may be customary for applied toward Base Rent or Additional Rent under this type of upfit Sublease, in Sublessee’s discretion, once the Initial Work has been completed and Building and readily available in the market where the Building is located, all as reasonably determined by Landlordlien waivers delivered. (d) The Final Plans are included on Exhibit B.At the written direction of Sublessee and provided that Sublessee shall have complied with all of the provisions of this Section 21 related to a request for payment of a portion or portions of Sublessor’s Contribution, Sublessor shall pay such portion or portions of Sublessor’s Contribution directly to Sublessee’s general contractor, provided that: (i) such contractor acknowledges in writing to Sublessor in advance of such payment that (x) such contractor has no agreement or privity of contract with Sublessor, (y) Sublessor’s only obligation for payment of Sublessor’s Contribution is to Sublessee, and that such contractor is not a third party beneficiary under this Lease, and (z) such contractor provides Sublessor with a general release and waiver of liability in connection with such payment, in a form reasonably satisfactory to Sublessor; and (ii) Sublessee indemnifies and holds Sublessor harmless from and against any claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Sublessor as a result of such general contractor or any other subcontractors making a claim against Sublessor because Sublessor has agreed to pay a portion or portions of Sublessor’s Contribution directly to such general contractor. (e) Should Tenant default under this ExhibitIf Sublessor shall deliver to Sublessee a Sublessor’s Requisition Dispute Notice, Landlord then Sublessee shall have the right to cease submit such dispute to expedited arbitration, in accordance with the provisions of this Lease, to determine whether Sublessee’s claim of an alleged Sublessor default in connection with the payment of such portion of Sublessor’s Contribution is valid. If Sublessee shall prevail in such arbitration proceeding, or if Sublessor shall fail to timely deliver a Sublessor’s Requisition Dispute Notice with respect to all work under this Exhibit or any portion of the installment of Sublessor’s Contribution requested and fail to timely pay to Sublessee all or any portion of the installment of Sublessor’s Contribution then due, then Sublessee shall have the right to offset against the next installment of Base Rent and Additional Rent an amount equal to such portion of Sublessor’s Contribution which Sublessor failed to pay to Sublessee, together with interest thereon at the Interest Rate from the date that Sublessor was first obligated to disburse said portion of Sublessor’s Contribution until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure the date that the same shall be a delay by Tenant under this Exhibitfully paid or offset; provided, however, that, in the case of all disputed amounts, Sublessee shall in no event have the right to apply such offset during the first ten (10) Business Days following the rendering of the arbitrator’s decision, and such offset right shall only be available to Sublessee if Sublessor shall not have made the required payment to Sublessee prior to the expiration of said ten (10) Business Day period, together with interest thereon at the Interest Rate from the date that said installment first came due until the date that the same is fully paid.

Allowance. Commencing on the Effective Date, Tenant shall be entitled to a one-time allowance (athe “Allowance”) Landlord agrees to provide an allowance in the amount of up to $80,000856,625.00 (i.e., to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part $35.00 per rentable square foot of the Building Premises), as reimbursement for Tenant's actual and reasonable costs incurred for permanent improvements made by Tenant to renovate the Premises, or to purchase and install furniture, fixtures, equipment (including audio-visual equipment) and information technology within the "Tenant Improvement Allowance")Premises, in accordance with, and subject to, the terms of the Lease. Tenant is fully responsible for the Prior to Landlord making any payment of all the Allowance, Tenant shall first deliver to Landlord (a) reasonable supporting documentation evidencing Tenant’s payment of such actual and reasonable costs contemplated by this Section 6, if any, and evidencing that any work for which payment is requested is complete and was performed in connection accordance with the Tenant Improvements in excess terms of the Tenant Improvement Lease and applicable laws (including, without limitation, all permits, licenses, consents and approvals required under applicable laws), and (b) unconditional lien releases for any work performed. Notwithstanding anything to the contrary contained herein, if any portion of the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may is not be used by Tenant as an on or before July 31, 2023, such portion shall be deemed waived with no further obligation by Landlord with respect thereto, subject to the final sentence of this Section 6. In no event shall Landlord be obligated to make disbursements pursuant to this Section 6 in a total amount that exceeds the Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against any rent payments due hereunder. (b) amounts payable hereunder by Tenant agrees to pay for any unused portion of the Allowance. Notwithstanding the foregoing, Tenant shall have the right, by written notice to Landlord, within thirty to utilize an amount not to exceed $734,250.00 (30) days of receipt of an invoicei.e., all costs and expenses in excess $30.00 per rentable square foot of the Premises) of the Allowance not disbursed to Tenant Improvement Allowance incurred to increase the Third Amendment Base Rent Credit, in connection which case, subject to and in accordance with the Tenant Improvements terms of Section 3(b) above, such additional Third Amendment Base Rent Credit shall apply to the extent Base Rent next coming due during the costs Third Amendment Term until used or applied, and expenses are approved any Allowance (subject to the maximum amount set forth in this sentence) not disbursed to Tenant by July 31, 2023 shall be deemed to have been elected by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of to increase the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Third Amendment Base Rent hereunderCredit as set forth in this sentence. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to will provide an allowance of amount up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part 25.00 per leasable square foot of the Building Existing Premises and the Expansion Premises (provided neither the Expansion Rescission occurs nor the Expansion Termination Option is exercised) (the "“Additional Allowance”) to or for the benefit of Tenant Improvement Allowance"to pay or reimburse Tenant for costs of designing and constructing alterations and improvements to either the Existing Premises and/or the Expansion Premises (provided neither the Expansion Rescission occurs nor the Expansion Termination Option is exercised), including permits, architectural and engineering costs (but excluding costs for Tenant’s equipment, furniture, trade fixtures and personal property) performed by or on behalf of Tenant from and after the date 80333389_1 of this Amendment (the “Additional Tenant Improvements”). The Additional Allowance shall be $1,152,700 ($25.00 X 46,108), provided, however; that (i) if either the Expansion Rescission occurs or the Expansion Termination Option is exercised, the Additional Allowance shall be $591,650.00 ($25.00 X 23,666), and (ii) until the Expansion Date occurs, the Additional Allowance shall not exceed $591,650.00 ($25.00 X 23,666). Tenant shall have the right to allocate the Additional Allowance to either the Expansion Premises (provided neither the Expansion Rescission occurs nor the Expansion Termination Option is fully responsible for exercised) or the payment of all costs in connection with the Tenant Improvements in excess Existing Premises, or both. Tenant’s construction of the Additional Tenant Improvement Allowance for additional costs incurred in the upfit that are improvements will be performed by contractors approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, and pursuant to plans and specifications approved by Landlord in accordance with and otherwise, subject to the provisions of Section 7.5 of the Lease; provided, also, that within thirty (30) days of being invoiced therefor, Tenant will reimburse Landlord for the costs incurred by Landlord to review, inspect and/or approve, as applicable, any such plans or specifications or construction. Disbursement of the Additional Allowance to or at the direction of Tenant shall be conditioned on the subject Additional Tenant Improvements having been performed in accordance with the provisions of this Amendment and the Lease, and shall be subject to Landlord’s receipt of an invoicea request for payment in form and with backup reasonably satisfactory to Landlord, all costs including but not limited to such certifications, lien waivers and expenses in excess other documents from Tenant, Tenant’s contractor and Tenant’s architect as Landlord may reasonably require. Landlord may inspect the subject Additional Tenant Improvements as a condition to making any requested disbursement of the Additional Allowance to confirm the status of such Additional Tenant Improvement Allowance incurred improvements and that such Additional Tenant Improvements have been performed in connection accordance with the provisions of this Amendment and the Lease, in the event that the cost of any such Additional Tenant Improvements to exceeds the extent amount of the costs and expenses are approved by Additional Allowance, Tenant in writing. Tenant will shall be billed entirely responsible for such costs and expenses as follows and will pay said costs and expenses excess. Any portion of the Additional Allowance for which Tenant has not qualified for disbursement within thirty twelve (3012) days months after the first to occur of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; Expansion Rescission, or (ii) forty-five percent (45%) of such costs and expenses the Expansion Date for work related to the Expansion Premises, shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to forfeited by Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.