Permitted Allowance Items. The Tenant Improvement Allowance shall be disbursed by Landlord only for the payment or reimbursement of the following items and costs (collectively, the “Permitted Allowance Items”): # costs of preparing the Space Plan, the Preliminary Plans, and the Approved TI Construction Drawings, # the cost of obtaining Permits, # the documented cost of performing the Tenant Improvement Work, including the cost of procuring, constructing and installing all construction materials, # the cost of any change to the Base Building Improvements required by the Approved TI Construction Drawings, including all direct architectural and/or engineering fees and expenses incurred in connection therewith, and # the costs and fees related to the management and supervision of the Tenant Improvement Work for Tenant’s benefit. From time to time during the course of construction, Landlord may charge against the Tenant Improvement Allowance any and all Permitted Allowance Items incurred by Landlord, including, without limitation, any increased costs incurred by Landlord as a result of, or in connection with, Plan Modifications or any Tenant Delay. Permitted Allowance Items shall not include furnishings, fixtures, equipment and other personal property, including cabling, switches, servers, routers and similar data and telecommunications equipment costs.

Allowance. Paragraph 11 of the First Amendment is deleted and replaced with the following:

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

Use of Restroom Allowance. [Section 2.1.2] of the Tenant Work Letter attached as [Exhibit B] to the Lease is hereby amended to provided that the “Restroom Allowance” may be used for the cost of Tenant Improvement Allowance Items as well as for restroom upgrades.

Punchlist Items. Landlord shall use commercially reasonable efforts to complete the punchlist items within sixty (60) days following the inspection or such longer period as Landlord and Tenant shall reasonably agree is appropriate.

Misdirected Items. If, within the six (6) month period immediately following either the Closing Date or the Option Closing Date, either Seller or Buyer receives any payment after the Closing with respect to an invoice sent by or on behalf of the other party or in satisfaction of the other party’s receivable or similar obligation, or receives any communication intended for the other party, then the receiving party will promptly remit such funds (or forward such communication) to the appropriate party. Nothing in this Section will impose any duty or obligation of any of the parties to collect any payments or amounts for the other party.

Other Items. ALY shall also deliver such other documents as IIM may reasonable request in connection with the transaction contemplated by this Agreement. IIM shall also deliver such other documents as ALY shall reasonably request in connection with the transactions contemplated by this Agreement.

Expense Allowance. The Company shall pay directly, or advance funds to Executive or reimburse Executive for, all expenses reasonably incurred by him in connection with the performance of his duties as an employee or consultant hereunder, upon the submission to the Company of itemized expense reports, receipts or vouchers in accordance with its then customary policies and practices.

Severance Allowance. The Company shall provide Employee [the applicable Severance Benefits described in Section 4.1 of the ​ Executive Severance Plan, as amended], subject to such deductions as required by law including, if applicable, repayment of the pay advance made to Employee on or about April 12, 2001, that is not deducted from other amounts paid or payable to Employee.

Severance Allowance. Provided the Employee timely executes, returns, and does not revoke this Agreement and continues to provide services to the company up to and including the Termination Date, the Company shall provide the following consideration:

Severance Allowance. The Company shall provide Employee [the applicable Severance Benefits described in Section 4.1 of the ​ Executive Severance Plan, as amended], subject to such deductions as required by law including, if applicable, repayment of the pay advance made to Employee on or about April 12, 2001, that is not deducted from other amounts paid or payable to Employee.

Expense Allowance. During the term of this Agreement and any extension thereof, the Company shall provide the President and CEO an annual expense allowance (the “Expense Allowance”)in the amount of eighty five thousand dollars ($85,000) from which the President and CEO shall pay his # car-related expenses; # membership expenses for social, business or professional organizations (all such membership(s) shall be maintained in the name of the President and CEO); and # any other expenses which, in his judgment, are reasonably appropriate for the performance of his duties under this Agreement.

Auto Allowance. During the term of your employment, at your option, the Company shall either # provide an automobile suitable for your purposes, with an acquisition value not to exceed $60,000, or # a monthly auto allowance of $960. Payable bi-weekly in accordance with the Company's standard payroll practices and subject to withholding taxes, all in accordance with the Company's automobile program.

Automobile Allowance. The Company shall provide the Executive with an automobile allowance in the amount of $1,000.00 per month to be allocated at the Executive’s discretion, or such other monthly amount designated by the Board, and that allowance shall be payable in regular installments in accordance with the Company’s general payroll practices.

Rivada Space Networks Proprietary - 43 - February 21, 2023

Return of Items. Upon termination of this Agreement, the Executive will promptly deliver to the Company all Company equipment and other materials relating to the Company’s business and in the Executive’s possession or control.

Unresolved Disputed Items. If Emmis and Sinclair, after working together diligently and in good faith to resolve all disputed items, fail to resolve any of the disputed items set forth in the Notice of Disagreement within 30 days after Sinclair’s receipt of the Notice of Disagreement, Emmis, on the one hand, or Sinclair, on the other hand, may refer any unresolved disputed items to Deloitte LLP or such other independent accounting firm of national or regional recognized standing as Emmis and Sinclair may mutually agree (the “Selected Firm”) to make a final determination with respect to only such disputed items. The Selected Firm’s determination of such disputed items in accordance with [Section 8.6], or as to which Emmis and Sinclair have previously agreed, together with those aspects of the Preliminary Closing Statement as to which no objection was made, collectively will be the “Final Closing Statement”, and will be binding upon the Parties and will be nonappealable. The final amount of Net Working Capital (the “Final Net Working Capital ”), will be determined pursuant to [Section 8.6(a)], [Section 8.6(b)] and [Section 8.6(c)].

Secretary's Certificate with respect to resolutions of directors, incumbency of officers, bylaws and certified Articles of Incorporation

Financial Planning Allowance. The Company shall provide for the Executive an allowance for reimbursement of any expense incurred by the Executive in the preparation of taxes, estate planning or financial counseling in the amount of $5,000.00 per calendar year, or such other annual amount designated by the Board. Such reimbursement shall not be grossed up for taxes and shall be paid on or before December 31st of the applicable calendar year and any unused amount shall not be carried over to subsequent years, but shall be forfeited.

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.