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").

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

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.

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).

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.

Allowance. Paragraph 11 of the First Amendment is deleted and replaced with the following:

If Landlord determines at any time that changes in the Final TI Working Drawings or in any other aspect of the Approved TI Plans relating to any item of Landlord's TI Work are required as a result of applicable law or governmental requirements, or are required as a result of unanticipated conditions encountered in the course of construction, then Landlord shall promptly # advise Tenant of such circumstances and # at Tenant's sole cost and expense, subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance, cause revised Final TI Working Drawings to be prepared by the Architect and submitted to Tenant, for Tenant's approval, which shall not be unreasonably withheld. Failure of Tenant to deliver to Landlord written notice of disapproval and specification of such required changes on or before any deadline reasonably specified by Landlord (which shall not be less than three (3) business days after delivery thereof to Tenant) shall constitute and be deemed to be a Tenant Delay to the extent Landlord is delayed in completing Landlord’s TI Work.

Permitted Allowance Items. The Tenant Improvement Allowance shall be disbursed by Landlord only for the payment or reimbursement of the following items and costs (collectively, the “Permitted Allowance Items”): # costs of preparing the Space Plan, the Preliminary Plans, and the Approved TI Construction Drawings, # the cost of obtaining Permits, # the documented cost of performing the Tenant Improvement Work, including the cost of procuring, constructing and installing all construction materials, # the cost of any change to the Base Building Improvements required by the Approved TI Construction Drawings, including all direct architectural and/or engineering fees and expenses incurred in connection therewith, and # the costs and fees related to the management and supervision of the Tenant Improvement Work for Tenant’s benefit. From time to time during the course of construction, Landlord may charge against the Tenant Improvement Allowance any and all Permitted Allowance Items incurred by Landlord, including, without limitation, any increased costs incurred by Landlord as a result of, or in connection with, Plan Modifications or any Tenant Delay. Permitted Allowance Items shall not include furnishings, fixtures, equipment and other personal property, including cabling, switches, servers, routers and similar data and telecommunications equipment costs.

#​ Improvements. ​ shall cause the Architect to prepare and submit to ​ after approval of the TI Schematics those sets of construction drawings for the ​ Improvements referred to in the Progress Schedule, e.g. the design development package, permit submittal package, etc. (each a “TI Construction Document Package” and collectively with the Base Building Construction Document Packages, the “Construction Document Packages”), which shall include two (2) prints and electronic files of the relevant construction drawings for the ​ Improvements, each of which shall be consistent with the TI Schematics, and shall provide further design detail for the ​ Improvements. ​ shall review and approve each TI Construction Document Package in accordance with [Section 2.7], and the TI Construction Document Packages approved (or deemed approved) by ​ shall be referred to collectively as the “TI Construction Documents” (and together with the Base Building Construction Documents, the “Construction Documents”). Upon approval of the TI Construction Documents in accordance with [Section 2.7], ​ shall update the SD TI Cost Proposal with ​’s then-current estimate of the cost of all items to be deducted from the ​ Improvement Allowance and to be incurred by ​ in connection with the

#​ Improvements. As a general principle of this Work Letter, the Architect shall meet and confer on a regular basis with ​ in the course of the Architect’s preparation of each phase of the plans and specifications for the ​ Improvements in order for ​ to confirm, to its reasonable satisfaction, without any obligation on ​, that the ​ Improvements shall be adequate and sufficient for ​’s use of the Premises. ​ shall cause the Architect to prepare and deliver to ​ a PDF copy and two (2) hardcopies of drawings and specifications, based upon the approved Final Space Plan and Programming Information, showing the intended design character and finishes, including materials, of the major elements of the ​ Improvements (the “TI Schematics” and together with the Base Building Schematics, the “Schematics”), including the following documents: # scaled floor plan(s) showing all proposed partitions, doors and large fixtures; # reflected ceiling plan(s), including a lighting plan; and # architectural sections, and structural, plumbing and mechanical drawings. ​ shall review and approve the TI Schematics in accordance with [Section 2.7]. ​ shall use commercially reasonable efforts to cause the Architect to deliver to ​ the TI Schematics on or before the date set forth in the Progress Schedule for ​'s delivery of the TI Schematics. Upon approval of the TI Schematics in accordance with [Section 2.7], ​ shall provide ​ with ​’s detailed estimate (the “SD TI Cost Proposal”) of the cost of all items to be deducted from the ​ Improvement Allowance and to be incurred by ​ in connection with the performance of the ​ Improvements pursuant to the TI Schematics. ​ shall provide ​ with notice reasonably approving

or disapproving the SD TI Cost Proposal within five (5) business days following ​’s delivery of the SD TI Cost Proposal to ​. In the event that ​ shall disapprove of the SD 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 Schematics and agree upon a mutually acceptable revised SD TI Cost Proposal.

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.

Account”), then ​ and ​ shall enter into an agreement with ​’s lender, in a form acceptable to each of ​ and ​ in its reasonable discretion, requiring the deposit of the ​’s Contribution into the TI Account and governing the disbursements of such deposited funds (such agreement, the “TI Deposit Agreement”). ​ shall use commercially reasonable efforts to deliver a draft TI Deposit Agreement as soon as practical after identifying a construction lender. If ​, ​ and ​’s lender cannot agree on a form of TI Deposit Agreement, provided that ​ has acted reasonably, ​ shall not be obligated to enter into the TI Deposit Agreement or deposit ​’s Contribution in a TI Account. Provided that the parties agree on a form of TI Deposit Agreement, then promptly following the establishment of the TI Account and the parties’ execution of the TI Deposit Agreement, ​ shall deposit in the TI Account an amount equal to the then-current estimate of the amount of the ​’s Contribution (such amount deposited along with any additional funds deposited in the TI Account, the “​’s Contribution Deposit”). In the event of any Changes in the ​ Improvements or any increases in ​ Improvement Costs resulting from ​ Delays, ​ shall deposit into the TI Account such increased costs. The ​’s Contribution Deposit shall be disbursed according to the procedures set forth in the TI Deposit Agreement. Notwithstanding the foregoing, at ​’s election but subject to ​, ​, and ​’s construction lender reaching agreement on the applicable terms, ​ may elect to provide a letter of credit for the ​’s Contribution instead of establishing the TI Account and entering into the TI Deposit Agreement and, if ​ makes such election, the terms of such letter of credit shall be determined by ​, ​, and ​’s construction lender.

You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (hereinafter "Confidential Information"). TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI.

Modifications to Approved TI Construction Drawings. No material changes or modifications to the Approved TI Construction Drawings shall be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord shall have five (5) Business Days to review and notify Tenant of Landlord’s approval or disapproval of such proposed changes or modifications. Landlord will not unreasonably withhold its approval of # any request by Tenant to amend or change the Approved TI Construction Drawings, or # any change or amendment to the Approved TI Construction Drawings that may be necessary to obtain any Permits or which may be required by city officials or inspectors to comply with code rulings or interpretations (any of the foregoing, a “Plan Modification”). Without limiting the generality of the foregoing, however, Tenant acknowledges that it shall not be unreasonable for Landlord to withhold consent to any Plan Modification if any one of the circumstances listed in ​ of this Agreement apply. If Landlord disapproves of any Plan Modification, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the Plan Modification.

Confidential Information, Non-solicitation and Competition. See Section 6 for the effect of disclosure of confidential information, solicitation of TI employees or customers, or competition with TI.

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.

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