35654\12546889.9 B-5

Unauthorized Proposal. During the Voting Period, the Investors shall not, directly or indirectly (including through agents or attorneys or affiliated entities), provide assistance, information, encouragement or advice (including by way of furnishing nonpublic information) to any third party in connection with any vote, consent, approval or action to be taken by the Company’s stockholders that has not been formally recommended by a majority of the Board (acting as such), or take any other action to facilitate a vote, consent or other approval of the Company’s stockholders on any matter (or director nomination) not formally recommended by a majority of the Board (acting as such) (an “Unauthorized Proposal”), including, without limitation, the solicitation of proxies for a matter (or director nomination) to be voted upon by the Company’s stockholders and not formally recommended by a majority of the Board (acting as such); provided that nothing herein shall prevent the New Director or Investors from taking any action in connection with a publicly announced Change of Control transaction that is not supported by the New Director. During the Voting Period, the Investors shall not, directly or indirectly (including through agents or attorneys or affiliated entities) have any communications with any third parties with respect to (or that could reasonably be expected to lead to) an Unauthorized Proposal.

Cost . The cost to design, permit and construct the Tenant Improvements shall be paid by Landlord. Any and all costs, fees or expenses of any kind or nature that are incurred due to changes requested by Tenant shall be the sole responsibility of Tenant.

performance of the ​ Improvements pursuant to the TI Construction Documents (the “CD TI Cost Proposal”); and in the event that any line-item in such CD TI Cost Proposal exceeds the corresponding line-item in the SD TI Cost Proposal, ​ shall provide a reasonably detailed description of the basis for such increase. ​ shall provide ​ with notice reasonably approving or disapproving the CD TI Cost Proposal within five (5) business days following ​’s delivery of the CD TI Cost Proposal to ​. In the event that ​ shall disapprove of the CD TI Cost Proposal, ​ and ​ shall, expeditiously and in good faith, work with Architect and the Design-Assist Consultants to value-engineer and modify the TI Construction Documents and agree upon a mutually acceptable revised CD TI Cost Proposal.

Landlord’s Proposal. Not later than one hundred twenty (120) days after Tenant has given valid notice of exercise of the applicable Extension Option, Landlord shall deliver to Tenant a good faith written proposal of the Prevailing Market Rate for the Premises for such Extension Term. At Tenant’s request, Landlord and Tenant shall meet to discuss the basis of Landlord’s proposed Prevailing Market Rate. Within forty five (45) days after receipt of Landlord’s proposal, Tenant shall notify Landlord in writing # that Tenant accepts Landlord’s proposal or # that Tenant elects to submit the determination of Prevailing Market Rate to arbitration in accordance with Paragraph 3.3.6. If Tenant does not give Landlord a timely notice in response to Landlord’s proposal, Landlord’s proposal of Prevailing Market Rate for the applicable Extension Term shall be binding upon Tenant.

CD TI Cost Proposal....................................................................................................... Exhibit B

Through the 5,003 Expansion Premises Commencement Date, ​ shall continue to pay ​’s Proportionate Share of the Insurance Cost in accordance with the provisions of the Original Lease, specifically including, without limitation, the provisions of Paragraph 59(g) thereof.

Increased Cost. [Section 6.4] to the Repurchase Agreement is amended and restated in its entirety to read as follows:

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

Anticipated Cost Report. The ​ shall submit to the ​ an Anticipated Cost Report in the form set forth in [Exhibit 2.17](w) hereof provided by the General Contractor, which indicates the costs anticipated to complete the construction of the Improvements, after giving effect to costs incurred during the previous month and projected costs.