Tenant Improvement Allowance. Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount as set forth in Section 5 of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and except as otherwise expressly provided in this Tenant Work Letter or expressly approved by Landlord in writing, any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant prior to the later to occur of # the date that is 18 months after the Lease Commencement Date, and # the date of receipt of the Substantial Completion Certificate, shall expire and shall no longer be available to Tenant thereafter. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: # costs incurred due to the presence of any Hazardous Materials in the Premises, if any; # costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its [[Organization A:Organization]] equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density;

Tenant Improvement Allowance. The Work Letter shall be modified as follows: Landlord shall provide Tenant with an allowance in an amount equal to $8,422,350.00 (based on $75.00 per 112,298 rentable square feet) (the "Allowance") to be applied towards the hard and soft cost of designing, permitting, managing and constructing Tenant Improvements (as that term is defined in the Work Letter). The Allowance shall be paid as follows:

Disbursement of Tenant Improvement Allowance. Landlord shall disburse the Tenant Improvement Allowance on a progress payment basis during the construction of the Tenant Improvements, as set forth in this Section 6.5.

The following items, to the extent not purchased with the Tenant Improvement Allowance or Additional Improvement Allowance, shall be deemed "Tenant's Property":

Leasing commissions associated with this Lease, including the commissions payable to the Brokers;

Tenant Improvement Excess. [Section 2.4] of the Tenant Work Letter attached as [Exhibit B] to the Lease is hereby deleted in its entirety and shall be of no further force or effect.

EXHIBIT # -5- (b) Additional TI Allowance. In addition to the Tenant Improvement Allowance, Tenant shall have the right, by written notice to Landlord given on or before the Lease Commencement Date, to use up to $40.00 per RSF of the Premises (i.e., up to $3,406,600) (the "Additional TI Allowance") towards the payment of the costs of the Tenant Improvement Allowance Items. In the event Tenant exercises its right to use all or any portion of the Additional TI Allowance, Tenant shall be required to pay Landlord, commencing on the date the Tenant Improvements are completed (the "Additional Payment Commencement Date"), the "Additional TI Allowance Payment," as that term is defined below, in consideration of Landlord provision of the Additional TI Allowance. The "Additional TI Allowance Payment" shall be determined as the missing component of an annuity, which annuity shall have # the amount of the Additional TI Allowance utilized by Tenant as the present value amount, # a number equal to the number of full calendar months then remaining in the Lease Term as the number of payments, # a monthly interest factor equal to sixty-seven one-hundredths percent (0.67%), which is equal to eight percent (8%) divided by twelve (12) months per year, and # the Additional TI Allowance Payment as the missing component of the annuity, and shall not be subject to annual escalations. Following the calculation of the Additional TI Allowance Payment, Landlord and Tenant will enter into a lease amendment in the form of Exhibit G attached to the Lease, to confirm the amount thereof.

Tenant Lobby Furnishings. Tenant may notify Landlord in writing, on or before September 15, 2015, if Tenant elects to include any of the lobby reception desk, furniture or furnishings within the Tenant Improvements and exclude any of the foregoing items from the Base Building Improvements (“Tenant Takeover Lobby Furnishings”). If Tenant elects to provide or construct any Tenant Takeover Lobby Furnishings as part of the Tenant Improvements, Landlord shall provide an allowance (in addition to the Tenant Improvement Allowance) to fully reimburse Tenant for its costs incurred in connection with the Tenant Takeover Lobby Furnishings in an amount equal to the corresponding costs of such items included in Landlord’s budget for the Base Building Improvements (“Additional Lobby Allowance”). Such Tenant Takeover Lobby Furnishings shall be included in the Preliminary Plans and Final Working Drawings, as and to the extent applicable, submitted to Landlord for approval pursuant to Section 2.2 and the disbursement of the Additional Lobby Allowance shall be subject to the same conditions set forth in Section 6.5 with respect to the disbursement of the Tenant Improvement Allowance

EXHIBIT # -3- (e) Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby # delegates to Project Manager the authority to exercise all approval rights, supervisory rights and other rights or powers of Landlord under this Tenant Work Letter with respect to the design and construction of the Tenant Improvements, and # requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in the course of construction of the Tenant Improvements, including monitoring Tenant's compliance with its obligations under this Tenant Work Letter and under the Lease with respect to the design and construction of the Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord's representative pursuant to such delegation and request. Fees and charges of Project Manager for such services shall be at Tenant's sole expense, subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance. Such fees shall be equal to 2.65% of all funds the Tenant Improvement Allowance or Additional Tenant Improvement Allowance used in connection with the construction of the Tenant Improvements, and 2% of any additional funds provided by Tenant for such construction.

“Tenant Improvement Lease Transaction” means a Lease of Real Property where tenant improvements are funded by either the landlord or a third-party tenant improvement lender and secured by additional rent payable treated as an operating lease.