Costs. Grantee shall bear Grantee's pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee on Grantee's own behalf shall not be considered costs of the transaction hereunder.

Costs. The “prevailing” Party, as determined by the arbitrators, shall be entitled to # its share of fees and expenses of the arbitrators and # its attorneys’ fees and associated costs and expenses. In determining which Party “prevailed,” the arbitrators shall consider # the significance, including the financial impact, of the claims prevailed upon and # the scope of claims prevailed upon, in comparison to the total scope of the claims at issue. If the arbitrators determine that, given the scope of the arbitration, neither Party “prevailed,” the arbitrators shall order that the Parties # share equally the fees and expenses of the arbitrators and # bear their own attorneys’ fees and associated costs and expenses.

Costs. All costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, will be borne by the Party that incurred the costs.

Subtenant Furniture, Cabling, and TI Cost Reimbursement. In addition to Base Rent, Subtenant shall reimburse Sublandlord, for the amortized portion of Sublandlord’s costs of tenant improvements in the Sublet Portion (including furniture and cabling) for the benefit of Subtenant attributable to the initial Term (such amortized amount, collectively the “Subtenant TI Cost Reimbursement”). The Subtenant TI Cost Reimbursement shall be payable in equal monthly installments of twenty-one thousand seven hundred eighty-nine dollars ($21,789.00) (i.e., $0.75 per rentable square foot of the Sublet Portion per month), at the same time and in the same manner as Base Rent. If Subtenant exercises the Option, then Tenant shall continue to pay the Subtenant TI Cost Reimbursement during the Extension Period.

Tenant shall cause the Tenant Improvements to be constructed in the Premises pursuant to the Work Letter at Tenant’s sole cost and expense; provided Landlord shall provide a tenant improvement allowance to Tenant in connection with the Tenant Improvements not to exceed # Four Million Three Hundred Eighty-Nine Thousand and 00/100 Dollars ($4,389,000.00) (based upon Two Hundred Ten and 00/100 Dollars ($210.00) per square foot of Rentable Area (as defined below)) (the “Base TI Allowance”) plus # if properly requested by Tenant pursuant to this Section, Four Hundred Eighteen Thousand and 00/100 Dollars ($418,000.00) (based upon Twenty and 00/100 Dollars ($20.00) per square foot of Rentable Area) (the “Additional TI Allowance”). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Tenant pursuant to this Article 4), shall be referred to herein as the “TI Allowance.” In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. The TI Allowance may be applied to the costs of # construction, # project review by Landlord (which fee shall equal the lesser of # one and one-half percent (1.5%) of the cost of the Tenant Improvements, including the Base TI Allowance and, if used by Tenant, the Additional TI Allowance and # Landlord’s actual incurred cost for Landlord’s thirty-party agent or representative to review Tenant’s construction and performance of the Tenant Improvements in the Premises), # commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, # space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, # building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, # costs and expenses for labor, material, equipment and fixtures and # project management fees to Hughes Marino equal to (and not to exceed) three percent (3%) of the cost of the Tenant Improvements. In no event shall the TI Allowance be used for # the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, # payments to Tenant or any affiliates of Tenant, # the purchase of any furniture, personal property or other non-building system equipment, # costs arising from any default by Tenant of its obligations under this Lease or # costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).

Construction of Landlord's TI Work. Following completion of the Approved TI Plans, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of all Tenant Improvements; provided, however, at Tenant’s reasonable request, Landlord shall submit an earlier set of plans for plan check while the parties work to obtain the Approved TI Plans. Upon receipt of such permits and approvals, Landlord shall, at Tenant's expense (subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance), construct and complete the Tenant Improvements substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Landlord shall use commercially reasonable efforts to complete the Tenant Improvements on or before May 15, 2023, subject to Unavoidable Delays and Tenant Delays (if any). Such construction of the Tenant Improvements and Landlord’s Work shall be performed in a neat, good and workmanlike manner, free of defects, using new materials and equipment of good quality, and shall materially conform to all applicable laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto in force at the time such work is completed. Landlord shall cause Hathaway Dinwiddie (so long as obtaining such bid does not delay the completion of Landlord’s TI Work), Landmark Builders, Dome Construction, XL Construction and any other potential general contractors requested by Tenant and reasonably approved by Landlord to bid on general conditions and fee for construction of the Tenant Improvements. All bids will be opened together with Tenant selecting the general contractor to construct the Tenant Improvements, subject to the reasonable approval of Landlord. Tenant shall have the right to value engineer the proposed Tenant Improvements before the final bid is selected. Tenant shall also have the right to approve all subcontractors engaged by the General Contractor, which subcontractors shall be competitively bid, and which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall enter into a stipulated sum or guaranteed maximum price construction contract with the General Contractor as selected by Tenant and approved by Landlord in the amount of the construction costs approved by Landlord and Tenant.

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.

Excess Cash Flow. Within five (5) Business Days after financial statements have been delivered pursuant to Section 5.06(a), beginning with the fiscal year ending December 31, 2015, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to # the ECF Percentage of Excess Cash Flow for the most recent fiscal year covered by such financial statements less # the aggregate principal amount of any voluntary prepayment of Borrowings made by the Borrower pursuant to Section 2.06(b) during such fiscal year (or, at the option of the Borrower, after the end of such fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to [[Organization B:Organization]] than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.

Excess Capital Contribution. In the event that the cost to change and convert the business premises of the Business, including both cash and the fair market value of any property contributed in kind, reasonable reserves and organizational costs hereof do not equal or exceed Four Million Dollars ($4,000,000.00), any excess shall be returned to the Limited Partners, pro-rata, as a partial refund of their Initial Capital Contribution. Upon any return of partnership capital, this Agreement shall be amended as required by Law.

Excess Payment/Underpayment. If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, Executive, which are in excess of the limitations provided in this Subsection (referred to hereinafter as an “Excess Payment”), Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal