Tenant Improvements Defined. As used herein, “Tenant Improvements” shall mean all improvements to the Premises of a fixed and permanent nature as shown on the Tl Construction Drawings, as defined in [Section 2(c)] below. Other than Landlord’s Work (as defined in [Section 3(a)] below), Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy. Landlord and Tenant acknowledge and agree that a portion of the Premises, as reflected in the Space Plan, will not be improved as part of the Tenant Improvements as Tenant has indicated that it does not require that such portion of the Premises be improved in connection with its operations in the Premises. Upon request from Tenant, Landlord shall provide Tenant with notice of planned meetings regarding the design and construction of the tenant improvements. Tenant shall have a right to have a representative present for all design and construction meetings relating to the Tenant Improvements.

Tenant Improvement Allowance. Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount as set forth in [Section 5] of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and except as otherwise expressly provided in this Tenant Work Letter or expressly approved by Landlord in writing, any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant prior to the later to occur of # the date that is 18 months after the Lease Commencement Date, and # the date of receipt of the Substantial Completion Certificate, shall expire and shall no longer be available to Tenant thereafter. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: # costs incurred due to the presence of any Hazardous Materials in the Premises, if any; # costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its ​ equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density;

Tenant Improvement Allowance. The Work Letter shall be modified as follows: Landlord shall provide Tenant with an allowance in an amount equal to ​ (based on ​ per 112,298 rentable square feet) (the "Allowance") to be applied towards the hard and soft cost of designing, permitting, managing and constructing Tenant Improvements (as that term is defined in the Work Letter). The Allowance shall be paid as follows:

Disbursement of Tenant Improvement Allowance. Landlord shall disburse the Tenant Improvement Allowance on a progress payment basis during the construction of the Tenant Improvements, as set forth in this [Section 6.5].

Tenant Lobby Furnishings. Tenant may notify Landlord in writing, on or before ​, if Tenant elects to include any of the lobby reception desk, furniture or furnishings within the Tenant Improvements and exclude any of the foregoing items from the Base Building Improvements (“Tenant Takeover Lobby Furnishings”). If Tenant elects to provide or construct any Tenant Takeover Lobby Furnishings as part of the Tenant Improvements, Landlord shall provide an allowance (in addition to the Tenant Improvement Allowance) to fully reimburse Tenant for its costs incurred in connection with the Tenant Takeover Lobby Furnishings in an amount equal to the corresponding costs of such items included in Landlord’s budget for the Base Building Improvements (“Additional Lobby Allowance”). Such Tenant Takeover Lobby Furnishings shall be included in the Preliminary Plans and Final Working Drawings, as and to the extent applicable, submitted to Landlord for approval pursuant to [Section 2.2] and the disbursement of the Additional Lobby Allowance shall be subject to the same conditions set forth in [Section 6.5] with respect to the disbursement of the Tenant Improvement Allowance

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.

requirements and approvals relating to the Tenant Improvements in the Expansion Space, # construction management services relating to the Tenant Improvements in the Expansion Space, and # any and all costs, expenses, fees and charges incurred in connection with the Tenant Improvements in the Expansion Space and/or the items described in [(i) through (iv) above]. If the Expansion Tenant Improvement Allowance is insufficient to defray the entire cost of the Tenant Improvements, the balance shall be paid entirely by Tenant pursuant to the terms and conditions specified in [Exhibit D] to the Lease; provided, however, Tenant will not be required to pay any amount until the Landlord has paid the Expansion Tenant Improvement Allowance stated above less retainage equaling ten percent (10%) of the total cost of constructing the Tenant Improvements in the Expansion Premises, which shall be deliberately withheld until completion to assure that the contractor and/or subcontractors satisfy their obligations in performing the approved improvements and/or approved work related thereto. Landlord has no obligation to advance more than the Expansion Tenant Improvement Allowance for any items under any circumstances.

Ownership of Tenant Improvements. The Tenant Improvements (including, but not limited to, all partitioning, window and wall coverings, and plumbing, lighting, electrical, and HVAC fixtures installed by Tenant) shall be deemed, effective upon installation, to be a part of the Premises and the Building and shall be deemed to be the property of Landlord (subject to Tenant’s right to use the same during the Term of the Lease), and shall be surrendered at the expiration or earlier termination of the Term, unless Landlord shall have reasonably conditioned its approval of the Final Working Drawings or any Plan Modification pursuant to [[Section 2.2.1 or 2.2.6]6]]6], as applicable, on Tenant’s agreement to remove any items thereof. The removal of such items and the restoration and repair work described above shall be paid for and performed in accordance with the provisions of Paragraph 36 of the Lease.

Cost of Tenant Improvements. The cost of the design, construction and installation of the Tenant Improvements shall be borne as follows:

EXHIBIT # -3- (e) Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby # delegates to Project Manager the authority to exercise all approval rights, supervisory rights and other rights or powers of Landlord under this Tenant Work Letter with respect to the design and construction of the Tenant Improvements, and # requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in the course of construction of the Tenant Improvements, including monitoring Tenant's compliance with its obligations under this Tenant Work Letter and under the Lease with respect to the design and construction of the Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord's representative pursuant to such delegation and request. Fees and charges of Project Manager for such services shall be at Tenant's sole expense, subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance. Such fees shall be equal to 2.65% of all funds the Tenant Improvement Allowance or Additional Tenant Improvement Allowance used in connection with the construction of the Tenant Improvements, and 2% of any additional funds provided by Tenant for such construction.

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 # ​ (based upon ​ per square foot of Rentable Area (as defined below)) (the “Base TI Allowance”) plus # if properly requested by Tenant pursuant to this Section, ​ (based upon ​ 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).

The balance of the Allowance (​) shall be paid to Tenant within thirty (30) days after Substantial Completion of the Tenant Improvements and Landlord's receipt of all items set forth in [Section 3.2.14] of the Work Letter.

Application of Portions of Allowance to Annual Fixed Rent. Tenant shall be entitled to apply up to ​ of the Landlord’s Allowance described in Paragraph 5.c.i., above toward the annual fixed rent due for the Premises during the period commencing ​ and ending ​ (the “Rent Period”). Within thirty (30) days after Substantial Completion of the Tenant Improvements and provided that there remain unused Landlord Allowance dollars from the Landlord’s Allowance, Tenant shall inform Landlord in writing of Tenant’s desire to apply such unused amounts to annual fixed rent in accordance with the provisions of this Paragraph 5.c.ii. Tenant’s failure to provide such notice shall be deemed Tenant’s election not to use any such remaining portion of the Allowance for free rent.

Subject to [Exhibit D] to the Lease and provided no Event of Default (it being agreed that if such Event of Default shall be cured by Tenant prior to Landlord’s exercise of the Landlord’s remedies specified in [[Section 23.2, (a)])]])], and/or # of the Lease, then Tenant shall be entitled to the Expansion Tenant Improvement Allowance), Landlord shall make available to Tenant ​ (the “Expansion Tenant Improvement Allowance”) (calculated as ​ for each of 6,282 Rentable Square Feet) to be used in the Expansion Space for and in connection with # the purchase, installation and construction of the Tenant Improvements in the Expansion Space, # space planning, architectural and engineering expenses related to the Tenant Improvements in the Expansion Space, # plan review, permits, inspections and other governmental

The construction in the Expansion Premises shall be performed in accordance with [Exhibit D] attached to the Lease as if references to the Premises therein were references to the Expansion Premises. Landlord shall oversee and manage the construction of the Tenant Improvements to the 6,282 rentable square feet in the Expansion Premises utilizing the general contractor selected solely at Tenant’s discretion as provided for in [Exhibit D] to the Lease and in compliance with the “Final Plans” (as defined in [Exhibit D]), in accordance with, and subject to, the terms and conditions of the Tenant Improvement Letter attached to the Lease as [Exhibit D]. Landlord’s construction shall not include any personal property, furniture, fixtures and equipment of Tenant.

Notwithstanding the foregoing, Landlord shall be entitled to retain from the Landlord’s Allowance, the reasonable expenses and fees of the Landlord’s construction manager that are attributable to such manager’s involvement with the construction of the Tenant Improvements and the out-of-pocket costs actually incurred by Landlord in connection with the Tenant improvements, including, without limitation, the costs and fees of third-party architects, engineers and consultants (collectively, the “Landlord’s Costs”). At such time as the Landlord’s Allowance has been entirely disbursed, Tenant shall, within ten (10) business days after written demand, pay to Landlord any Landlord’s Costs not yet paid to Landlord.

In the event any revisions, changes, or substitutions are made with Tenant's consent to the Plans or the Approved Working Drawings or the Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be considered to be an "Over-Allowance Amount." The Over-Allowance Amount shall be paid by Tenant to Landlord, as Additional Rent, within ten (10) days after Tenant's receipt of invoice therefor. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any portion of Landlord's contribution to the construction of the Improvements.

Acceptance of Premises; Allowance. Subject to the terms of [Exhibit C] attached hereto and by this reference incorporated herein, Tenant hereby accepts the Premises, as expanded herein, in its “AS IS,” “WHERE IS” condition, and without any representations or warranties (express or implied) whatsoever, through the Term, as may be further extended, and hereby acknowledges and agrees Landlord shall have no obligation to construct any tenant improvements to the Premises, as expanded herein, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to 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 ​ per RSF of the Premises (i.e., up to ​) (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.