Excess Costs. Any costs of the ​ Improvements which exceed the ​ Improvement Allowance shall be the financial responsibility of ​. Any improvements to the Expansion Space, other than as shown on the ​ Phase 1 Working Drawings and/or ​ Phase 2 Working Drawings, and the furnishing of the Expansion Space, shall be made by ​ at the sole cost and expense of ​, subject to all other provisions of this Third Addendum and the Lease, including the cost of any improvements required to comply with applicable governmental laws, ordinances, and regulations. Any excess or unused portion of the ​ Improvement Allowance shall be retained by the ​.

To the extent that the total projected cost of the Tenant Improvements (as projected or approved by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs are paid, in the proportion of such Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If the entire Excess TI Costs advanced by Tenant to Landlord are not applied toward the costs of the Tenant Improvements, then Landlord shall promptly return such excess to Tenant following completion of all of the Tenant Improvements.

Excess Tl Costs. Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that Landlord shall have no responsibility for any costs arising from or related to Tenant’s Changes to the Space Plans or Tl Construction Drawings, Tenant Delays, the cost of Changes and Change Requests which would increase any of the costs anticipated by Landlord for Landlord’s Work (collectively, “Excess Tl Costs”). Landlord shall provide Tenant with the line-item amount of any Excess Tl Costs incurred along with reasonable supporting evidence but, for the avoidance of any doubt, in no event shall Landlord be required to provide Tenant with its budget for Landlord’s Work. Tenant shall deposit with Landlord, as a condition precedent to Landlord’s obligation to complete the Tenant Improvements, 100% of the Excess Tl Costs within 5 business days after written request from Landlord. If Tenant fails to deposit any Excess Tl Costs with Landlord, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge). For purposes of any litigation instituted with regard to such amounts, those amounts will be deemed Rent under the Lease.

TI Account; TI Deposit Agreement. Notwithstanding anything in this Work Letter to the contrary, if ​’s construction lender requires that ​ deposit ​’s Contribution into a separate account with ​’s construction lender (the “TI

Amount of ​’s Contribution. ​ shall pay, as ​’s contribution to the payment of the ​ Improvement Costs (“​’s Contribution”), the sum of # the amount of the ​ Improvement Costs in excess of the ​ Improvement Allowance up to, but not to exceed, the Final TI Cost Budget (subject to any adjustment to the Final TI Cost Budget to account for the cost of Changes to the ​ Improvements approved by ​ and ​ as provided for in [Section 2.7(c)] above,) plus # any increases in ​ Improvement Costs resulting from ​ Delays plus # any amount payable by ​ pursuant to [Section 2.8(d)] above. In addition to the ​ Improvement Allowance, ​ shall be responsible for any ​ Improvement Costs, if any, in excess of ​’s Contribution.

Additional TI Allowance. Pursuant to the terms of [Section 4] of the Tenant Work Letter attached to the Lease as [Exhibit B], Tenant was entitled to an Additional TI Allowance of up to $ (the "Additional TI Allowance"). Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant hereby acknowledge and agree that Tenant has utilized and /100 Dollars ($ . ) of the Additional TI Allowance (the "Utilized Additional TI Allowance").

Excess Deferrals. If a Participant has Excess Deferrals for a taxable year, the Participant may, not later than March 1st following the close of such taxable year, notify the Administrator in writing of such excess and request that the Participant's Elective Deferrals under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator shall direct the distr ibution of such excess amount (and any "income" allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participant's taxable year. Any distribution of less than the entire amount of Excess Deferrals and "income" shall be treated as a pro rata distribution of Excess Deferrals and "income." The amount distributed shall not exceed the Participant's Elective Deferrals under the Plan for the taxable year. Any distribution on or before the last day of the Participant's taxable year m ust satisfy each of the following conditions:

Excess Usage. Tenant shall reimburse Landlord for the actual cost without markup of any excess water, sewer and chiller usage in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per square foot of rentable area) during any three (3) month billing period over the average usage (per square foot of rentable area) during the same period for the entire Commercial/Garage Unit, as reasonably calculated by Landlord in good faith and with commercially reasonable documentation thereof provided to Tenant promptly upon Tenant’s written requests from time-to-time.

Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Corporation to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Corporation’s portfolio, and constitutes the best net results for the Corporation.

Excess Cash Flow. Within five Business Days after financial statements have been delivered or are required to be delivered pursuant to [Section 6.01(a)] and the related Compliance Certificate has been delivered or is required to be delivered pursuant to [Section 6.02(a)], in each case, commencing with the first full fiscal year ending after the Closing Date, the ​ shall, subject to [Sections 2.07(b)(v) and (b)(vi)])], prepay an aggregate principal amount of Term Loans equal to,

If any payments or benefits received or to be received by Employee pursuant to this Agreement, including those made in connection with or contingent on a change in ownership or control, (collectively, the “Company Payments”) would be deemed to be an “excess parachute payment” within the meaning of Section 280G of the Code (“Excess Parachute Payment”), and if the Company has no publicly-traded stock, the Company, with the consent of Employee, will use commercially reasonable efforts to obtain “shareholder approval” within the meaning of Section 280G(b)(5) of the Code of such payments or benefits in order to exempt such payments or benefits from being considered an Excess Parachute Payment. Employee’s consent to shareholder approval shall include a waiver by Employee of any such payments or benefits that are not approved by the shareholders. If Employee does not consent to subjecting such payments or benefits to shareholder approval, then, at Company’s election, such payments under this Agreement shall either be paid in full or reduced to the extent necessary to avoid being considered an Excess Parachute Payment, based upon Company’s determination, in its sole discretion, as to which alternative results in the better tax consequences for Employee.

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.

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.

EXHIBIT # -2- connection with construction of such item or component; # costs for builder’s risk insurance; and # all other “hard” and “soft” costs incurred in the construction of such item or component in accordance with the Approved TI Plans (if applicable) and this Tenant Work Letter; provided that the Cost of Improvements shall not include any internal or third-party costs incurred by Landlord except as provided in [Section 2(e)].

Tenant shall have until six (6) months following the Term Commencement Date (the “TI Deadline”), to submit Fund Requests (as defined in the Work Letter) to Landlord for disbursement of the unused portion of the TI Allowance, after which date Landlord’s obligation to fund any such costs for which Tenant has not submitted a Fund Request to Landlord shall expire. Base Rent shall be increased to include the amount of the Additional TI Allowance disbursed by Landlord in accordance with this Lease amortized over the portion of the initial Term occurring after the expiration of the Abatement Period (as defined below) at a rate of eight percent (8.00%) annually. The amount by which Base Rent shall be increased shall be determined as of the Term Commencement Date and Base Rent shall be increased accordingly and the payments of such increased Base Rent shall commence after expiration of the Abatement Period. If such determination of the increase in Base Rent as of the Term Commencement Date does not reflect use by Tenant of all of the Additional TI Allowance, then it shall be determined again as of the TI Deadline, with Tenant paying (on the next succeeding day that Base Rent is due under this Lease (the “TI True-Up Date”)) any underpayment of the further adjusted Base Rent for the period beginning on the day after the Abatement Period expires and ending on the TI True-Up Date. For purposes of clarification, the annual upward adjustments of Base Rent described in [Section 2.3] shall apply to any increase in Base Rent arising from any disbursement of the Additional TI Allowance. Landlord shall not be obligated to expend any portion of the Additional TI Allowance unless and until Landlord shall have received from Tenant a letter in the form attached as [Exhibit D] hereto executed by an authorized officer of Tenant.

You agree not to # use or disclose to any third party, either directly or indirectly, Confidential Information at any time, except as required in your work for TI or with the prior written consent of TI, or # during the Non-solicitation Period (as defined in [Section 9]), either directly or indirectly solicit or recruit for your own benefit or for any other person or entity any TI employee to be an employee, director, officer, agent, consultant, partner or independent contractor without the prior written consent of TI, or # during the Non-solicitation Period, either directly or indirectly solicit for your own benefit or for any other person or entity any TI customer to which you marketed or sold TI products during the last 2 years of your employment with TI, without the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this [Section 6(c)] and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms.

TI INTERNATIONAL HOLDINGS INC.

TI MAGAZINE HOLDINGS LLC