Improvement Allowance. Landlord and Tenant hereby acknowledge that pursuant to the terms of Section 2.5 of the First Amendment Work Letter and Section 2 of the Second Amendment, Tenant is entitled to a one-time Improvement Allowance in the amount of $12,698,190.00 (the "12780 Improvement Allowance") for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Premises. In connection with the increase of the Landlord Contribution Amount set forth in Section 8 above, Landlord and Tenant hereby desire to decrease such 12780 Improvement Allowance, and accordingly, effective as of the date of this Third Amendment, # Landlord and Tenant hereby decrease the 12780 Improvement Allowance by $50,000.00 to a new total of $12,648,190.00, and # the term “12780 Improvement Allowance” shall hereafter refer to such amount.

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 equal to $125.00 per rentable square foot of the Premises (i.e., $7,831,875.00 based upon 62,655 rentable square feet in the Premises) (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, less any reduction in or charge against such amount pursuant to any applicable provisions of this Tenant Work Letter. 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 (such excess amount is referred to herein as the "Tenant Funds Amount", 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.

Landlord shall provide Tenant with a tenant improvement allowance not to exceed $500,000.00 (the “Improvement Allowance”) to pay the costs and expenses for the portion of the Tenant’s Work that constitutes Leasehold Work (as hereinafter defined), the actual disbursed amount of which Landlord will amortize over three years of Initial Term at an annual interest rate of five percent (5%), payable by Tenant monthly in the same manner and at the time Tenant pays Base Rent; provided, however, that Tenant may reimburse Landlord in such additional amounts or in full for the Improvement Allowance at any time during the Initial Term without penalty. If the actual costs of the Leasehold Work exceed the Improvement Allowance, Tenant shall solely be responsible for the additional cost. The Improvement Allowance shall be used to pay for the portion of the Tenant’s Work described on Exhibit E attached hereto and to be performed by Tenant (the “Leasehold Work”).

Tenant Improvement Allowance. To the extent permitted by Master Landlord and subject to all the terms and conditions set forth in the Workletter Agreement attached to the Second Amendment (the “Workletter”), as modified herein, Sublandlord shall provide to Subtenant a tenant improvement allowance (“Allowance”) in the amount of Twenty Dollars ($20.00) per rentable square feet (12,106 sq. ft), and such Allowance shall be applied and disbursed in accordance with Section 6 of the Workletter. Notwithstanding anything to the contrary, as between Sublandlord and Subtenant, the parties hereto agree that the reference to the rate of the Allowance of Fifteen Dollars ($15.00) per square foot of rentable area in the Workletter is modified to the rate established by the preceding sentence of this Section.

Tenant Improvement Allowance and Costs. So long as Tenant is not in default under the Current Lease, the Amendment or this Exhibit (beyond any applicable notice and cure period), Landlord shall provide a one-time allowance (“Tenant Improvement Allowance”) not to exceed $52.00 per rentable square foot (total $2,132,832.00 based on 41,016 rentable square feet) to be applied toward the actual total costs (“Tenant Improvement Costs”) of constructing Tenant’s leasehold improvements in the Premises (“Tenant Improvements”), including, without limitation, reasonable and customary fees for: space planning and design fees; architectural and engineering fees; required building permits; cost of labor, materials, equipment and services; cost of Tenant signage; and the costs of removing, modifying, relocating or making additions to any existing improvements to accommodate Tenant’s space plan.

Tenant Improvement Allowance. Lessee shall be entitled to a one-time tenant improvement allowance in the amount of Two Hundred Thirty-Four Thousand Six Hundred and 00/100 Dollars ($234,600.00) for costs related to the design and construction of tenant improvements in the Premises (the “Tenant Improvement Allowance”) and Lessee shall specify the building address associated with use of the Tenant Improvement Allowance. The Tenant Improvement Allowance must be disbursed in accordance with the terms of this Section 11 no later than the last day of the eighteenth (18th) month following the Extended Term Commencement Date. The construction of all tenant improvements desired by Lessee and constructed with the use of the Tenant Improvement Allowance (“New Tenant Improvements”) shall be performed in accordance with the terms of this Section 11. Lessor shall work with Lessor’s architect and Lessee to develop plans and specifications (“Preliminary Plans”) for the New Tenant Improvements. Within ten (10) days of Lessee’s receipt of the Preliminary Plans for any New Tenant Improvements, Lessee shall provide Lessor with either its consent to the same or reasonably detailed objections thereto. If Lessee provides such objections, Lessor shall revise and re-submit the Preliminary Plans for the New Tenant Improvements and thereafter Lessee shall have five (5) days to consent or provide reasonably detailed objections to the same, and the process shall repeat until Lessee has consented to the Preliminary Plans for the New Tenant Improvements (“Final Plans”). If Lessee shall fail to respond within such five (5) day period, Lessor may send a second written request for approval. Lessee’s failure to respond within five (5) days of such second written request shall be deemed its approval of such Preliminary Plans. Lessor, at Lessee’s sole expense (subject to the Tenant Improvement Allowance), shall cause to be constructed New Tenant Improvements in accordance with the Final Plans. Lessee shall be liable for all fees and costs of the design and construction of any tenant improvements in excess of the Tenant Improvement Allowance (such difference referred to herein as the “Tenant Improvement Shortfall”). Notwithstanding the foregoing, the parties agree that Lessor’s disbursements of the Tenant Improvement Allowance shall be made pari passu with Lessee’s contribution of its own funds towards the costs of constructing the tenant improvements as such costs become due (i.e. in proportion of Tenant Improvement Shortfall payable by Lessee to the Tenant Improvement Allowance). Lessor shall disburse the Tenant Improvement Allowance directly to the applicable design professional, contractor, materialman or other laborer (“Contractor”) in connection with the construction of such tenant improvements upon receipt of paid invoices for work completed, conditional/unconditional lien releases, and other documentation reasonably required by Lessor. For the avoidance of doubt, Lessee may submit to Lessor reimbursement requests from the Tenant Improvement Allowance for work completed prior to the date of this Amendment, provided that # such work was completed by a Contractor approved by Lessor, and # Lessee delivers to Lessor receipt of paid invoices for work completed, conditional/unconditional lien releases, and other documentation reasonably required by Lessor. Lessee shall not be entitled to receive any cash payment or credit against Rent or otherwise for any portion of the Tenant Improvement Allowance which is not used to pay for the construction of the tenant improvements contemplated hereunder.

Improvement Allowance. Tenant shall be entitled to a one-time improvement allowance (the "Improvement Allowance") in the amount of Six Million Seven Hundred Sixty-Seven Thousand Five Hundred and 00/100 Dollars ($6,767,500) (i.e., Fifty and 00/100 Dollars ($50.00) per rentable square foot of the Premises) for the costs relating to the initial design and construction of the improvements, which are permanently affixed to the Premises (the "Improvements"). In addition to the Improvement Allowance, Tenant shall be entitled to an amount up to $0.15 per rentable square foot of the entire Premises towards the cost of one (1) preliminary space plan for the entire Premises (the "Space Planning Allowance"). Landlord shall not be obligated to pay a total amount for the design and construction of the Improvements which exceeds the Improvement Allowance and the Space Planning Allowance, as applicable. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord's property under the terms of this Lease. Any unused portion of the Improvement Allowance remaining as of the date twelve (12) months after the last Delivery Date, shall remain with Landlord and Tenant shall have no further right thereto.

Tenant Improvement Allowance. Landlord shall provide a tenant improvement allowance in the maximum amount of $6,606,184 (the “Tenant Improvement Allowance”) to be applied against the cost to be paid by Tenant as set forth on Exhibit “E” attached to this Lease. In no event shall the Tenant Improvement Allowance be used to reimburse Tenant for any special decorator items, equipment, furniture, or furnishings (the “FF&E”).

Improvement Allowance And Additional Allowance. Tenant shall be entitled to a one-time improvement allowance (the "Improvement Allowance") in the amount set forth in Section 13 of the Summary for the costs relating to the initial design and construction of the improvements (the "Improvements"). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in [Section 4.2.1] below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive an allowance (the "Additional Allowance") in the amount not to exceed Thirty-Five Dollars ($35.00) per rentable square foot of the Premises. In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire one hundred forty-four (144) month initial Lease Term ("Amortization Period") shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said one hundred forty-four (144) month period based upon monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the "Amortization Rent"). In such event, Section 4 of the Summary shall be revised to reflect such increased Base Rent for all time periods under this Lease. Such revised Base Rent schedule shall be memorialized in an amendment to this Lease to be executed by Landlord and Tenant. In the event the Lease shall terminate as a result of a default by Tenant under the terms of the Lease or this Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 2.1, shall become immediately due and payable as unpaid

Date, Tenant shall be entitled, pursuant to a written notice delivered to Landlord, to a one-time increase (the "Additional Improvement Allowance") of the Improvement Allowance in an amount not to exceed $2,399,925.00 (i.e., $25.00 per rentable square foot of the Premises), for the costs relating to the initial design and construction of the Improvements. In the event Tenant exercises its right to use all or any portion of the Additional Improvement Allowance, the monthly Base Rent for the Premises shall be increased by an amount equal to the "Additional Monthly Base Rent," as that term is defined below, in order to repay the Additional Improvement Allowance to Landlord. The "Additional Monthly Base Rent" shall be determined as the missing component of an annuity, which annuity shall have (i) the amount of the Additional Improvement Allowance which Tenant elects to utilize as the present value amount, (ii) the number of months of the Lease Term as the number of payments, (iii) 0.67%, which is equal to 8% divided by twelve (12) months per year, as the monthly interest factor and (iv) the Additional Monthly Base Rent as the missing component of the annuity. In the event Tenant elects to utilize all or a portion of the Additional Improvement Allowance, then (a) all references in this Work Letter to the "Improvement Allowance", shall be deemed to include the Additional Improvement Allowance which Tenant elects to utilize, (b) the parties shall promptly execute an amendment (to this Lease setting forth the new amount of the Base Rent and Improvement Allowance computed in accordance with this Section 3.3, (c) Tenant shall deposit with Landlord, concurrently with Tenant's execution and delivery of the amendment to Landlord, cash in an amount equal to the Additional Monthly Base Rent, which amount shall be held as part of the Security Deposit, and the amendment shall contain the new amount of the Security Deposit, and (d) the additional amount of monthly Base Rent owing in accordance with this Section 3.3 for the first full month of the Lease Term shall be paid by Tenant to Landlord at the time of Tenant's execution of the amendment.