for Tenant Improvement Allowance Items. All Tenant Improvement Allowance Items for which the Tenant Improvement Allowance have been made available shall be deemed Landlord's property under the terms of the Lease.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”), if any, equal to fifty percent (50%) of the difference between # the amount of the Cost Proposal and # the amount of the remaining unutilized Tenant Improvements Allowance. The Over-Allowance Amount shall be disbursed by Landlord following the disbursement of any then remaining portion of the Tenant Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvements Allowance. The remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord once the Tenant Improvements Allowance is expended (i.e. prior to Landlord’s use of the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Documents or the Tenant Improvements, then, subject to Section 5.4 below, to the extent that the amount of the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount (whether or not the Tenant Improvements Allowance has then been fully used). Unless otherwise agreed by the parties, all Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Cost Proposal).

Payment of Costs. Tenant shall pay for the Tenant Improvements, except for the Allowance which Landlord shall advance as hereinafter provided. Landlord shall only be responsible for payment of up to the amount of the Allowance for the Tenant Improvements. If the Construction Costs for the Tenant Improvements are greater than the amount of the Allowance, Tenant shall be solely responsible for such additional costs. As provided in the definition of the Allowance, if funds of the Allowance are still available, Tenant must use up to $250,000.00 out of the Allowance for payment of FF&E acquired and installed in the Leased Premises.

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").

Tenant shall be deemed to have elected to use the Additional Tenant Improvement Allowance (or portions thereof, as applicable) as of the date that Tenant submits a draw request to Landlord pursuant to Section 5(e) below for all or any portion of the Additional Tenant Improvement Allowance, provided that Tenant may not request a draw with respect to the Additional Tenant Improvement Allowance until the Tenant Improvement Allowance has been fully disbursed.

Costs of the Tenant Improvements; Allowance. Landlord agrees to complete the Tenant Improvements, at Tenant’s sole cost and expense (but subject to the application of the Allowance (as defined below) as set forth below), equal to the aggregate of all costs, expenses and fees incurred by or on behalf of Landlord in connection therewith (the “Tenant’s Cost”), including, without limitation, # architectural, engineering and design costs, # the cost charged to Landlord by Landlord’s general contractor and all subcontractors for performing the Tenant Improvements, # the cost to Landlord of performing directly any portion of the Tenant Improvements and # Landlord’s construction management fee for Landlord’s supervision of the Tenant Improvements in an amount equal to 5% of the Tenant’s Cost. Provided Tenant is not in default under the Lease, Landlord agrees to credit Tenant with an allowance (the “Allowance”) equal to the lesser of the Tenant’s Cost or ​. Landlord’s obligation to complete the Tenant Improvements is contingent upon Tenant paying Landlord the amount by which the estimated amount of the Tenant’s Cost exceeds the Allowance, which amounts shall be paid by Tenant to Landlord after application of the Allowance and within 30 days after being billed therefor, such billings to be based on and accompanied by invoice(s) received by Landlord from its third party contractors and materialmen. Tenant’s failure to comply with the foregoing sentence shall be deemed a Tenant Delay. Notwithstanding the foregoing, # Landlord’s obligation to credit Tenant as set forth herein shall be delayed (but not terminated) during the pendency of any default by Tenant under this Lease, and # Landlord shall reimburse Tenant as set forth herein if and when Tenant cures any such default. Upon completion of the Tenant Improvements and determination of the actual Tenant’s Cost, which determination shall occur within a commercially reasonable time period following the completion of the Landlord Work, Landlord or Tenant shall immediately pay to the other (or, at Landlord’s option, Landlord may credit Tenant) the

Tenant Improvement Allowance—Expansion Premises A. Landlord shall provide to Tenant a Tenant Improvement Allowance of up to $66,605.00 in the aggregate (“Expansion Premises A Tenant Improvement Allowance”) to be applied to hard costs, and, subject to the limitations set forth below, soft costs, incurred by Tenant with respect to the performance of Tenant’s Work in Expansion Premises A (“Tenant’s Expansion Premises A Work”) and to the hard costs and, subject to the limitations set forth below, the soft costs, incurred by Tenant with respect to the performance of Tenant’s Work in Expansion Premises B (“Tenant’s Expansion Premises B Work”, and together with Tenant’s Expansion Premises A Work, collectively “Tenant’s Expansion Premises Work”) provided that requisitions are submitted by Tenant in accordance with the provisions of this Amendment on or before the date that is eighteen (18) months after the Expansion Premises B Commencement Date (the “Expansion Premises Outside Requisition Date”). The costs of Tenant’s Expansion Premises Work shall not include costs arising from any default or from any facts or circumstances that could become a default after applicable notice and cure periods, such as legal fees or bonding costs arising in connection with a mechanic’s lien placed on the Premises or Tenant’s interest therein.

Disbursement of the Tenant Improvements Allowance. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvements Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process) for costs incurred by Landlord related to the construction of the Tenant Improvements and for the following items and costs (collectively, the “Tenant Improvements Allowance Items”): # payment of the fees of the “Architect” as that term is defined in Section 3.1 of this Tenant Work Letter in connection with the preparation and review of the “Construction Documents”, as that term is defined in Section 3.1 of this Tenant Work Letter; # payment of the project management fee described above, # the cost of any changes to the Construction Documents or Tenant Improvements required by all applicable building codes (the “Code”) enacted after approval of the Construction Documents, # costs payable to the Contractor and any subcontractors, and # other costs incurred in connection with the Tenant Improvements to the extent the same can be paid using the Tenant Improvements Allowance pursuant to the specific provisions of this Tenant Work Letter.

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.

Landlord shall provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements if and to the extent such allowances were applicable in determining the Fair Market Rental Rate.