“Tenant Allowance” means a cash allowance paid to a tenant by the landlord pursuant to a Lease.

Elements of the Tenant Improvement Allowances. The Tenant Improvement Allowance (and Additional Tenant Improvement Allowance, as applicable) shall include the following items and costs:

Part VI - Improvement Allowance 6.1 Space Plan Allowance. In addition to the Improvement Allowance, Landlord shall provide to Tenant an allowance (the “Space Plan Allowance”) of ten cents ($0.10) per square foot of Rentable Area in the Building (as contemplated by the Base Building Schematic Drawings), but in any event in an aggregate amount of not less than $30,000, to be used by Tenant in connection with its initial space planning for the Tenant Improvements. Landlord shall disburse the Space Plan Allowance (or portion thereof) to Tenant’s Architect (or to Tenant, if Tenant provides evidence of payment of Tenant’s Architect from its own funds) from time to time in such amounts as requested by Tenant, and, in any event, within 30 days after request by Tenant together with invoice(s) supporting the amount of such requested disbursement of the Space Plan Allowance. Any unused portion of the Space Plan Allowance shall be added to the Improvement Allowance.

Payment to Landlord of a supervision fee in the sum of 4% of the Tenant Improvement Allowance and the Additional Tenant Improvement Allowance used by Tenant;

Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvements. All Tenant Improvement Allowance Items that have been paid for with or reimbursed from the Tenant Improvement Allowance shall be deemed Landlord's property under the terms of the Lease.

Test Fit Allowance. Tenant acknowledges and agrees that, prior to the Effective Date, Landlord provided Tenant or Tenant’s Architect with an additional allowance of $0.15 per rentable square foot of the Premises in order to allow Tenant to direct the Tenant’s Architect to develop preliminary space plans for the Building (the “Test Fit Allowance”). The Test Fit Allowance is not part of and shall not be deducted from the Turnkey Improvement Allowance, the Tenant’s Work Allowance or any other allowances provided hereunder.

Construction Contract; Cost Budget. Tenant shall engage the Contractor under a contract reasonably approved by Landlord (the “Contract”). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in [Sections 2.2.1.1 through 2.2.1.8], above, in connection with the design and construction of the Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract (the “Anticipated Costs”). In the event that the Anticipated Costs are greater than the amount of the Tenant Improvement Allowance (the “Anticipated Over-Allowance Amount”), then, Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage (the “Percentage”) shall be equal to the Anticipated Over-Allowance Amount divided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvements incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant (the “Over-Allowance Payments”) shall be a condition to Landlord’s obligation to pay any amounts from the Tenant Improvement Allowance (the “Tenant Improvement Allowance Payments”). After the initial determination of the Anticipated Costs, Tenant shall advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements otherwise change and the Anticipated Over-Allowance Amount, and the Over-Allowance Payments shall be adjusted such that the Tenant Improvement Allowance Payments by Landlord and the Over-Allowance Payments by Tenant shall accurately reflect the then-current amount of Anticipated Costs.

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.

Tenant Improvement Overage - all costs for the Tenant Improvements minus the Tenant Improvement Allowance.

Except as specifically set forth in this Fourth Amendment, Tenant shall accept the Fourth Expansion Premises, and continue to accept the Existing Premises, in its currently-existing, "as-is" condition. Notwithstanding the foregoing, Tenant shall be entitled to a one-time tenant improvement allowance (the "Tenant Improvement Allowance") equal to $121,125.00 (i.e., $15.00 per rentable square foot of the Fourth Expansion Premises) for the costs relating to the initial design and construction of Tenant's improvements which are affixed to the Fourth Expansion Premises only (the "Tenant Improvements"). The Tenant Improvement Allowance will be disbursed in accordance with Landlord's standard disbursement procedures, including, without limitation, following Landlord's receipt of (i) evidence (i.e., invoices or other documentation reasonably satisfactory to Landlord) of payment for the Tenant Improvements, or portions thereof, paid for with the Tenant Improvement Allowance, and (ii) fully executed, unconditional lien releases from all contractors, subcontractors, laborers, materialmen, and suppliers used by Tenant in connection with the Tenant Improvements paid for with the Tenant Improvement Allowance. The Tenant Improvements shall be constructed in accordance with the terms and conditions of Article 8 of the Original Lease. In no event shall Landlord be obligated to disburse any portion of the Tenant Improvement Allowance subsequent to the date which is twelve (12) months following the Delivery Date, nor shall Landlord be obligated to disburse any amount in excess of the Tenant Improvement Allowance in connection with the construction of the Tenant Improvements. No portion of the Tenant Improvement Allowance, if any, remaining after the construction of the Tenant Improvements shall be available for use by Tenant.